Find out more about 2010 Combined Annual Shareholders' Meeting

Agenda of the ordinary general meeting

  • directors’ report and group management report for the period closed on 31st December 2009;
  • chairman’s report as required by article L 225-37 of the French Commercial Code;
  • special directors’ report on stock options, as required by article L 225-184 of the said Commercial Code;
  • external auditors’ report on the annual financial statements and consolidated accounts;
  • special audit report on those agreements defined in articles L 225-38 et seq. of the said Commercial Code [transactions with connected persons];
  • audit report on the in-house supervisory procedures for compilation and processing of accounting and financial data;
  • discharge of liability for directors;
  • approval of financial statements and consolidated accounts for the financial year 2009;
  • net income appropriation – decision concerning distribution of dividend;
  • setting of directors’ fees;
  • renewal of tenure for two directors;
  • ratification of the appointment of a director;
  • renewed authorization for a corporate buyback programme;
  • powers for filing and formalities

Agenda of the extraordinary general meeting

  • directors’ report;
  • external auditors’ report;
  • authorisation for the board of directors to reduce the authorised capital by cancellation of acquired shares;
  • delegation of authority, for a duration of 26 months, to the board of directors to proceed with one or more increases of share capital by cash payment, with maintained preferential subscription rights, within an overall par-value limit of 8 million euros;
  • delegation of authority, for a duration of 26 months, to the board of directors to proceed with one or more increases of share capital by cash payment, with suppression of preferential application rights in favour of employees of the company or connected companies, within an overall par-value limit of 8 million euros;
  • powers for filing and formalities.

Proposed resolutions

Those for the ordinary general meeting

First resolution

The general meeting, resolving under the conditions of majority and quorum required for ordinary general meetings and having heard the directors’ report, the chairman’s report and the external auditors’ report, approves these reports in full, together with the balance sheet, profit and loss account (income statement) and notes thereto for the financial year closed on 31st December 2009, as presented, and all the transactions expressed in these accounts and summarized in the said reports.

 

Second resolution

The general meeting, resolving under the conditions of majority and quorum required for ordinary general meetings, thus approves the transactions and measures expressed in these accounts or summarized in these reports and grants the directors full discharge of liability for the performance of their duties throughout this period.

 

Third resolution

The general meeting, resolving under the conditions of majority and quorum required for ordinary general meetings, adopts the board’s proposal and decides to appropriate the net income for the period as follows:

Net income for the period: €72 462 464.92
Legal reserve credited up to: €363 713.54
Balance increased by retained earnings of: €2 011 127.40
Giving distributable earnings of: €74 109 878.78
Distribution of a dividend of €0.90 on each of 61 187 226 shares €55 068 503.40
Balance, to other reserves €19 041 375.38

The dividend thus set will be distributed as of 16th June 2010.

As regards the company's purchase of its own stock, it may be noted that acquired shares do not yield dividend. The sum corresponding to this unpaid dividend will thus be carried forward as 'retained earnings'.

As provided for in article 117 (iv) of the French General Tax Code, this dividend will entitle natural persons who are tax residents in France to a tax abatement of 40%, i.e. €0.36 per share, except in those cases where they have chosen the 18% levy at source option [prélèvement libératoire] rather than graduated income tax. Shareholders must indicate this choice to the financial institution holding their shares (or, failing this, to the Company) by the date of payment of the dividend at the latest.

Whatever the option decided on, shareholders are reminded that social contributions (CSG, CRDS, 2% social levy and supplementary contribution), currently representing 12.1% of the dividend (since 1st January 2009), will be deducted at source upon payment of the dividend.

Legal persons are not entitled to this tax abatement.

No income is distributed under this meeting apart from the above-mentioned dividend, eligible or otherwise for the 40% rebate mentioned in article 158, section 3, paragraph 2, of the French Tax Code.

Dividends distributed for the three preceding years were as follows:

Year Number of shares at year's end Net dividend per share (*) Total distributed in €000 (**)
2006 50,195,528 €0.60 €30,110
2007 55,461,302 €1.00 €54,200
2008 55,461,302 €0.90 €47 904

* Dividend entitling natural persons considered tax residents in France to 40% tax abatement under article 158-3-2° of the French Tax Code.

** Acquired shares (treasury stock) do not yield dividend.

 

Fourth resolution

The general meeting, resolving under the conditions of majority and quorum required for ordinary general meetings and having heard the directors’ report on management of the group and the external auditors’ report on the consolidated accounts closed on 31st December 2009, approves these accounts as presented together with all the transactions expressed in these accounts and summarized in the said reports.

 

Fifth resolution

The general meeting, resolving under the conditions of majority and quorum required for ordinary general meetings and having heard the external auditors’ special report, approves the report in full together with the transactions and agreements mentioned therein.

 

Sixth resolution

The general meeting, resolving under the conditions of majority and quorum required for ordinary general meetings and having heard the directors’ report, decides to allow the directors an overall sum of 240,000 euros as fees for the financial year 2009 and subsequent periods.

 

Seventh resolution

The general meeting, resolving under the conditions of majority and quorum required for ordinary general meetings, notes that Mrs Lan Vo Thi Huyen's term of office as director is coming to its end and decides to renew this tenure for a period of three years, i.e. until the close of the meeting held in 2013 to decide on the accounts for the financial year closed on 31st December 2012.

 

Eighth resolution

The general meeting, resolving under the conditions of majority and quorum required for ordinary general meetings, notes that Mr Jacques d'Armand de Châteauvieux's term of office as director is coming to its end and decides to renew this tenure for a period of three years, i.e. until the close of the meeting held in 2013 to decide on the accounts for the financial year closed on 31st December 2012.

 

Ninth resolution

The general meeting, resolving under the conditions of majority and quorum required for ordinary general meetings, approves the board's co-option of Mrs Agnès Pannier-Runacher as director, on 24th August 2009, in replacement of a resigning board-member, Mrs Dominique Sénéquier, for the remaining duration of this term of office, i.e. until the close of the meeting held in 2012 to decide on the accounts for the financial year closed on 31st December 2011.

 

Tenth resolution

The general meeting, resolving under the conditions of majority and quorum required for ordinary general meetings and after having heard the board’s report and examined the detailed draft of the company’s programme for purchase of its own stock, decides:

  • to put an end to the current buyback programme decided by the combined general meeting on 3rd June 2009;
  • to adopt the following programme and, for such purposes:
    1. authorizes the board of directors, with powers of sub-delegation, in accordance with the stipulations of articles L 225-209 et seq. of the French Commercial Code, to purchase company shares within the limit of 10% of the share capital, on condition that the maximum percentage of shares acquired by the company as treasury stock and for later use as payment or exchange within the scope of a merger, corporate break-up or capital contribution plan be limited to 5% in compliance with applicable French legislation;
    2. decides that shares may be purchased with a view to:
      • market-making through an investment service provider, operating wholly independently within the scope of a liquidity contract under rules of professional conduct approved by the French Financial Services Authority;
      • holding them for later use as payment or exchange within the scope of external expansion operations initiated by the company;
      • allotting shares to employees and authorized agents of the company or its group by allotment of stock options within the terms of articles L 225-179 et seq. of the French Commercial Code or by allotment of bonus shares as provided for under articles L 225-197-1 et seq. of the said Code or as part of their beneficial participation in the expansion of the company or within the scope of a shareholding plan or an employee savings plan;
      • handing over stock upon exercise of rights attached to securities which, by way of conversion, exercise, repayment or exchange, entitle the exerciser to allotment of company shares within the bounds of stock market regulations;
      • cancelling them, by way of equity reduction, as prescribed by law, subject to adoption of the fifteenth resolution below;
    3. decides that the maximum purchase price per share cannot exceed forty-five euros (€45), excluding costs;
    4. decides that the board of directors may nevertheless adjust the above-mentioned price in the event of any change in the par value of the shares, any increase of capital by capitalization of reserves and stock dividend, stock-split or consolidation of shares, any redemption of shares, reduction of capital, distribution of reserves or other assets or any other operations affecting the shareholders’ equity, in order to allow for the incidence of these operations on the share value;
    5. decides that the maximum sum of funds set aside for this share purchase programme cannot exceed two hundred and seventy-five million, three hundred and forty-two thousand, four hundred and ninety euros (€275,342,490);
    6. decides that the shares can be purchased by any means—and notably wholly or partially through transactions on the market or though purchase of blocks of stock and, as the case may be, through OTC transactions, public purchase offers or exchange offers, or by use of options or derivatives other than sale of put options—and at any times considered appropriate by the board, including during public offers, within the bounds authorized by stock market regulations, and in the sole aim of respecting a commitment to deliver shares or of compensating an acquisition of assets by exchange and transfer of shares within the scope of an external growth operation already in progress upon launching of the public offer;
    7. Shares acquired under this authorization may be kept or transferred by any means, including block stock transfers, and at any time, including during public offers;
    8. grants the board of directors full powers, with right of delegation, to, notably:
      • implement the programme, proceed with the transactions and set the terms and conditions thereof;
      • place all orders on the stock exchange or between-dealer market;
      • adjust the purchase price of shares to allow for the incidence of the above-mentioned operations on the share value;
      • enter into any agreements, notably with a view to keeping registers of share purchases and sales;
      • make any reports or declarations to the French Financial Market Authority and any other organizations, including notably the publication of details of the buyback programme on the French Financial Market Authority website;
      • proceed with all formalities;
    9. decides that the present authorization shall be granted for a period expiring at the close of the ordinary annual general meeting called to vote on the accounts for the period ending on 31st December 2010 and, at all events, not exceeding eighteen months as of the date of present meeting.

Eleventh resolution

The general meeting vests the bearer of an original or a copy of, or an extract from, the minutes of the present meeting with full powers to proceed with all legal or administrative formalities, to file all documents and to make all public announcements required by current legislation.

Those for the extraordinary general meeting

Twelfth resolution

The general meeting, resolving under the conditions of majority and quorum required for extraordinary general meetings, having heard the directors’ report and the external auditors’ special report, and acting within the scope of the authorisation for the Company to acquire its own stock, moved in the tenth resolution above:

  • authorizes the board of directors, as provided for under article L.225-209 of the French Commercial Code, to cancel, in one or more occasions and in such proportions and at such times as it sees fit, all or some of the shares acquired by the Company under the various buyback authorizations granted by the general meeting to the present or future board of directors, within the limit of 10% of the Company's share capital per period of 24 months, and thereby to reduce the Company's capital accordingly;
  • authorizes the board of directors to charge the difference between the repurchase price of the shares cancelled and their face value to all available accounts for premiums and reserves;
  • vests the board of directors with full powers, including that of sub-delegation, to proceed with this or these reduction(s) of capital, and notably to set the final amount of the reduction of capital, fix the terms and conditions thereof, note the final implementation of these reductions, order the corresponding accounting entries, proceed with the correlative amendment of the memorandum and articles of association, accomplish all formalities, take any steps and file any declarations with respect to any institutions and, more generally, do whatever is necessary for these purposes;
  • sets the validity of the present authorization at eighteen months as of the date of the present meeting.

Thirteenth resolution

The general meeting, resolving under the conditions of majority and quorum required for extraordinary general meetings, after having heard the directors' report and the external auditors' special report, decides to delegate its authority to the board of directors to proceed with the issuance, in one or more operations and in such proportions and at such times as the board considers appropriate, as provided for under articles L.225-129-2, L.225-132 and L.228.92 of the French Commercial Code, whether in France or elsewhere, for a period of twenty-six (26) months as of the date of the present meeting, with maintenance of shareholders' preferential subscription rights, of:

  • ordinary shares, with or without subscription warrants;
  • any other securities ultimately giving entitlement, whether by subscription, conversion, exchange, repayment, presentation of a warrant, a combination of these methods or in any other way, to the allotment, at any time or at some fixed date, of shares which, for this purpose, have been or will be issued to represent a portion of the Company's capital.

For the case of issuance of securities entitling holders to apply for securities representing a portion of the Company's capital, within the scope of this present delegation, the general meeting explicitly delegates authority, to the board of directors, to increase the share capital in accordance with the exercise of these rights.

The general meeting resolves that the nominal amount of the increase(s) of capital that may be decided by the board of directors, or by its chairman and managing director, and implemented, immediately or subsequently, in pursuance of this present delegation, cannot exceed the sum of eight million euros (€8,000,000), excluding the nominal value of equity securities to be issued, as the case may be, by way of adjustment, as required by law, to preserve the rights of security holders.

Securities giving access to Company equity securities issued under this delegation of authority may comprise debt securities or may be linked with the issuance of such securities or may allow their issuance as intermediary securities. They may be issued either in euros or in other currencies or in any monetary units created with reference to several currencies. The maximum nominal value of securities thus issued cannot exceed three hundred and fifty million euros (€350,000,000), or the equivalent of this sum in the case of issue in other currency or units set with reference to several currencies, at the date of the issuance decision.

The general meeting authorises the board of directors, in the event of excess demand, to increase the maximum ceiling of the capital increase(s) within a limit of 15% of the initial issue, as provided for under articles L.225-135-1 and R.225-118 of the French Commercial Code.

As provided by law, shareholders may exercise, partially or irreductibly, their preferential rights of subscription to the equity securities and/or other securities which the board of directors or the managing director decides to issue in pursuance of this present delegation.

The board of directors may use, in the order which it sees fit, one and/or the other of the options prescribed by law if the applications made irreductibly and, as the case may be, fractionally, have not taken up all the issue and offer all or any of the securities not applied for to the public.

The general meeting takes due note of these provisions and decides, in case of need:

  • that the present delegation includes authority for the board of directors to set the subscription price for shares and securities to be issued, within the bounds of legislation;
  • that the present delegation of authority includes, by right and by operation of law, a waiver, in favour of holders of securities liable to be issued and giving access, immediately or subsequently, to the Company's equity securities, of the shareholders' preferential right of subscription to those equity securities to which the said securities may give entitlement.

The general meeting decides, in accordance with law, that the board of directors will have full powers, with right of sub-delegation in favour of its chairman and managing director, under the terms and conditions set by law, to implement the present delegation of authority, to safeguard the rights of holders of securities, to record the completion of the issues and to proceed with the correlative amendments to the memorandum and articles of association.

This delegation, which cancels and replaces all previous delegations, is granted for a period of twenty-six (26) months.

 

Fourteenth resolution

The general meeting, resolving under the conditions of majority and quorum required for extraordinary general meetings, after having heard the directors' report and the external auditors' special report, as provided for under French law and notably articles L.225-129 to L.225-129-6 and L.225-138-1 of the French Commercial Code and L.3332-18 et seq. of the French Labour Code:

  • delegates authority to the board of directors, with power of sub-delegation to any person legally capacitated, to decide to increase the share capital of the Company, on one or more occasions, on its sole authority and as the case may be, in clearly defined steps, by an maximum nominal value of eight million euros, through issuance of shares, or securities giving access to equity, reserved for employees enrolled in a company or group savings plan;
  • decides that the present delegation implies suppression, in favour of the said members of a company or group savings plan, of the shareholders' preferential rights of subscription to equity securities and other securities to be issued in pursuance of this resolution, and waiver of their preferential right of subscription to the shares to which the securities issued under this delegation may give entitlement;
  • decides, in accordance with article L.3332-19 of the French Labour Code, to set the discount at 20% of the average quoted price of the Company's shares on the Eurolist of Euronext Paris SA in the course of the twenty trading sessions preceding the date of the decision setting the opening date for applications. This discount may be increased to 30%, for those enrolled in a savings plan established in accordance with article L.3332-25 of the French Labour Code, on condition that the period of unavailability provided for in this plan is at least ten years. The general meeting authorises the board of directors, however, to replace all or part of this discount with the allocation of bonus shares, or bonus securities giving access to equity, or to reduce or to decide not to grant this discount, within the limits set by legislation and regulations;
  • decides that the board of directors may proceed, within the bounds fixed by article L.3332-21 of the French Labour Code, with the allocation of bonus shares, or bonus securities giving access to equity, as employer's contributions to the Company savings scheme in its match funding policy;
  • grants full powers to the board of directors, including those of delegation, to, notably:
    • determine all the terms and conditions of the operation(s) to be implemented, and in particular:
      • set a more restrictive limit on companies concerned by the offer than that for companies eligible to benefit from the company or group saving plan;
      • fix the terms and conditions of the issues made under this authorisation, and notably decide subscription amounts, set the issue prices, dates, time-limits, terms and conditions of application, of payment in full, delivery and date of entitlement to dividend for the shares or securities giving access to equity;
    • upon these decisions, as of right, after each increase of capital, charge the costs of the increases of capital to the amount of the corresponding premiums and draw, from this amount, the necessary sums to bring the legal reserve up to 10% of the new par-value capital;
    • undertake all action and accomplish all formalities to achieve and record the increase(s) of capital made under this authorisation, notably to amend the memorandum and articles of association accordingly, and, more generally, to do whatever is required for these purposes.

This delegation, which cancels and replaces all previous delegations, is granted for a period of twenty-six (26) months.

 

Fifteenth resolution

The general meeting vests the bearer of an original or a copy of, or an extract from, the minutes of the present meeting with full powers to proceed with all legal or administrative formalities, to file all documents and to make all public announcements required by current legislation.

Poll results on the ordinary general meeting resolutions

Total number of shares: 58 772 869
Total number of votes: 58 772 869

Shareholders present and represented

  Presents Proxies Powers to chairman Postal vote Total
Number of shareholders 191 20 713 257 1 181
Number of shares 22 674 022 242 215 6 674 182 8 646 389 38 236 808
Number of votes 22 674 022 242 215 6 674 182 8 646 389 38 236 808

Shareholders’ votes

  Powers to chairman + postal vote Day of meeting Total
Number of voters 970 191 1 161
Number of votes 15 320 571 22 916 237 38 236 808

Resolution’ votes

1st resolution

Resolution 1 Number of votes Percentage
Participated in vote 38 236 808  
Did not participate in vote 0  
Votes for 37 817 118 98,902%
Votes against 416 093 1,088%
Votes withheld 3 597 0,010%

2nd Resolution

Resolution 2 Number of votes Percentage
Participated in vote 38 236 808  
Did not participate in vote 0  
Votes for 37 650 611 98,467%
Votes against 582 456 1,523%
Votes withheld 3 741 0,010%

3rd Resolution

Resolution 3 Number of votes Percentage
Participated in vote 38 236 808  
Did not participate in vote 0  
Votes for 38 192 639 99,884%
Votes against 40 528 0,106%
Votes withheld 3 641 0,010%

4th Resolution

Resolution 4 Number of votes Percentage
Participated in vote 38 236 808  
Did not participate in vote 0  
Votes for 38 230 519 99,984%
Votes against 684 0,002%
Votes withheld 5 605 0,014%

5th Resolution

Resolution 5 Number of votes Percentage
Participated in vote 38 225 472  
Did not participate in vote 11 336  
Votes for 32 639 894 85,388%
Votes against 5 573 249 14,580%
Votes withheld 12 329 0,032%

6th Resolution

Resolution 6 Number of votes Percentage
Participated in vote 38 236 808  
Did not participate in vote 0  
Votes for 38 227 142 99,975%
Votes against 4 218 0,011%
Votes withheld 5 448 0,014%

7th Resolution

Resolution 7 Number of votes Percentage
Participated in vote 38 236 808  
Did not participate in vote 0  
Votes for 33 978 990 88,865%
Votes against 4 253 311 11,124%
Votes withheld 4 507 0,011%

8th Resolution

Resolution 8 Number of votes Percentage
Participated in vote 38 236 808  
Did not participate in vote 0  
Votes for 34 540 665 90,334%
Votes against 3 690 020 9,650%
Votes withheld 6 123 0,016%

9th Resolution

Resolution 9 Number of votes Percentage
Participated in vote 38 236 808  
Did not participate in vote 0  
Votes for 38 228 952 99,979%
Votes against 3 957 0,010%
Votes withheld 3 899 0,011%

10th Resolution

Resolution 10 Number of votes Percentage
Participated in vote 38 236 808  
Did not participate in vote 0  
Votes for 32 364 219 84,642%
Votes against 5 866 437 15,342%
Votes withheld 6 152 0,016%

11th Resolution

Resolution 11 Number of votes Percentage
Participated in vote 38 236 808  
Did not participate in vote 0  
Votes for 38 233 028 99,990%
Votes against 630 0,002%
Votes withheld 3 150 0,008%

Poll results on the extraordinary general meeting resolutions

Nombre total de titres : 58 772 869
Nombre total de voix : 58 772 869

Titulaires présents et représentés

  Présents Mandants Pouvoirs au Président Vote/ Correspondance Total
Nombre de titulaires 197 19 677 253 1 146
Nombre de titres 22 877 096 123 934 5 954 443 8 671 872 37 627 345
Nombre de voix 22 877 096 123 934 5 954 443 8 671 872 37 627 345

Vote des titulaires

  Pouvoirs au Président + Vote/Correspondance Jour Assemblée Total
Nombre de votants 930 197 1 127
Nombre de voix 14 626 315 23 001 030 37 627 345

12eme résolution

Résolution 12 Nombre de voix Pourcentage
Participant au vote 37 627 345  
Ne participant pas au vote 0  
Pour 37 622 104 99,986%
Contre 876 0,002%
Abstention 4 365 0,012%

13eme résolution

Résolution 13 Nombre de voix Pourcentage
Participant au vote 37 627 345  
Ne participant pas au vote 0  
Pour 37 591 409 99,904%
Contre 33 406 0,089%
Abstention 2 530 0,007%

14eme résolution

Résolution 14 Nombre de voix Pourcentage
Participant au vote 37 627 345  
Ne participant pas au vote 0  
Pour 2 945 472 7,828%
Contre 34 554 061 91,832%
Abstention 127 812 0,340%

15eme résolution

Résolution 15 Nombre de voix Pourcentage
Participant au vote 37 627 345  
Ne participant pas au vote 0  
Pour 37 622 855 99,988%
Contre 415 0,001%
Abstention 4 075 0,011%

2009 Annual Report