Find out more about 2011 Combined Annual Shareholders' Meeting

Agenda of the Ordinary General Meeting

  • Directors’ report and group management report for the period closed on 31st December 2010 ;
  • 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 2010 ;
  • Net income appropriation – decision concerning distribution of dividend ;
  • Setting of directors’ fees ;
  • Renewal of tenure for five directors ;
  • Renewal of tenure for one of the primary auditors and appointment of a secondary auditor ;
  • 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 ;
  • Authorisation for the board of directors to allot stock subscription and/or purchase options to members of salaried staff (and/or to certain authorised agents of the company) ;
  • Authorisation for the board of directors to allot bonus shares to members of salaried staff (and/or to certain authorised agents of the company) ;
  • Delegation of authority to the board of directors to proceed with one or more increases of share capital by cash payment, with cancellation of preferential application rights in favour of employees of the company or connected companies ;
  • Delegation of authority to the board of directors to increase the share capital by issuance of any securities giving immediate or long-term access to equity, with cancellation of preferential application rights ;
  • Delegation of authority to the board of directors to increase the share capital by capitalization of reserves, profits and/or premiums ;
  • Amendments to articles of association ;
  • Powers for filing and formalities.

Resolutions of the Ordinary General Meeting

Those to be put to 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 2010, 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 : 127 278 201.03 €
  • Legal reserve credited with : 21 934.67 €
  • Balance increased by retained earnings of : 21 379 277.14 €
  • Giving distributable earnings of : 148 635 543.50 €
  • Distribution of a dividend of 50.90 on each of 61 532 545 shares 55 379 290.50 €
  • Balance, to other reserves 93 256 253.00 €

The dividend thus set will be distributed as of 8th June 2011.
As regards the company's purchase of its own stock, it may be noted that acquired shares do not yield dividend. Thesum 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 19% 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, 2.2% social levy and supplementary contribution), currently representing 12.3% of the dividend (since 1st January 2010), 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 :

Exercice Number of shares at year's end Net dividend per share (*) Total distributed in €000 (**)
2007 55,461,302 1,00€ 54,200€
2008 55,461,302 0,90€ 47.904€
2009 61,187,226 0,90€ 52.866€

* 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 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 2010, 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 each of the new 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 2010 and subsequent periods.

 

Seventh resolution

The general meeting, resolving under the conditions of majority and quorum required for ordinary general meetings, notes that Mr Christian 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 2014 to decide on the accounts for the financial year closed on 31st December 2013.

 

Eighth resolution

The general meeting, resolving under the conditions of majority and quorum required for ordinary general meetings, notes that Mr Henri 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 2014 to decide on the accounts for the financial year closed on 31st December 2013.

 

Ninth resolution

The general meeting, resolving under the conditions of majority and quorum required for ordinary general meetings, notes that Mr Guy Dupont'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 2014 to decide on the accounts for the financial year closed on 31st December 2013.

 

Tenth resolution

The general meeting, resolving under the conditions of majority and quorum required for ordinary general meetings, notes that Mr Baudoin Monnoyeur'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 2014 to decide on the accounts for the financial year closed on 31st December 2013.

 

Eleventh resolution

The general meeting, resolving under the conditions of majority and quorum required for ordinary general meetings, notes that Mr Christian Munier'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 2014 to decide on the accounts for the financial year closed on 31st December 2013.

 

Twelfth resolution

The general meeting, resolving under the conditions of majority and quorum required for ordinary general meetings, notes that the term of appointment as primary auditors of the firm EurAAudit CRC is coming to its end and decides to renew this tenure for a period of six financial years, i.e. until the close of the meeting held in 2017 to decide on the accounts for the financial year closed on 31st December 2016.
The firm EurAAudit CRC, which has audited neither contributions nor merger transactions within the company or the companies it controls, as this term is defined in article L.233-16 of the French Commercial Code, within the past two financial years, has stated that it will accept this appointment.

 

Thirteenth resolution

The general meeting, resolving under the conditions of majority and quorum required for ordinary general meetings, notes that the term of appointment, as secondary auditor, of Mr Jean-Jacques Martin is coming to its end and decides to appoint Mr Jean-Marie Cadren, residing at n° 363 chemin de Leysotte, 33140 Villenave d'Ornon, France, as secondary auditor for a period of six financial years, i.e. until the close of the meeting held in 2017 to decide on the accounts for the financial year closed on 31st December 2016.
Mr Jean-Marie Cadren, who has audited neither contributions nor merger transactions within the company or the companies it controls, as this term is defined in article L.233-16 of the French Commercial Code, within the past two financial years, has stated that he will accept this appointment.

 

Fourteenth 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 9th June 2010 ;
  • 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, adjusted as the case may be to allow for possible increases or reductions of capital in the course of the programme but never exceeding this ceiling of 10%, 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 sixteenth resolution below ;

3. decides that the maximum purchase price per share cannot exceed fifty euros (€50), excluding costs ;

4. decides that the board of directors may nevertheless adjust the above-mentioned purchase 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 transactions 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 three hundred and seven million, six hundred and sixty-two thousand, seven hundred euros (€307,662,700) ;

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 2011 and, at all events, not exceeding eighteen months as of the date of present meeting.

 

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.

Resolutions of the Extraordinary General Meeting

Those for the Extraordinary General Meeting

Sixteenth 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 fourteenth resolution above :

1. 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 ;

2. 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 ;

3. 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 ;

4. sets the validity of the present authorization at eighteen months as of the date of the present meeting.

 

Seventeenth 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, and acting in pursuance of articles L.225-177 to L.225-185 of the French Commercial Code, authorises the board of directors to grant, in favour of the staff members or certain members of staff or certain categories of staff, as provided for in article L.225- 180 of the said Code, or the authorised agents or representatives of the company and affiliated companies, as indicated in article L.225-185 of the said Code, options giving entitlement to subscribe to new company shares or to purchase existing company shares bought by the company itself under the conditions prescribed by article L.225-209 of the said Code.

The board of directors may use this authorisation on one or more occasions throughout a period of thirty-eight months as of the date of the present meeting.
The overall number of options granted under this authorisation cannot entitle subscription to, or purchase of, a number of shares exceeding 5% of the company's nominal capital at the close of the present meeting, it being understood that all bonus shares allotted by the board under the authorisation granted in the eighteenth resolution, as the case may be, will be set off against this ceiling.

These options cannot be taken up by the beneficiaries within the first four years of their allotment by the board and the time-limit for exercise thereof cannot exceed six years, counted as of their date of allotment.

This present decision implies, in favour of the beneficiaries of these subscription options, explicit waiver by the shareholders of their preferential right of subscription to the share issued as and when the options are exercised.

The subscription price or purchase price of shares under options will be set by the board, at the date of allotment of the options in question, in accordance with legislation, but with the exception of any possible discount, the subscription price or purchase price of shares will be determined with reference to the average quoted price on the stock market in the course of the twenty trading sessions preceding the date of allotment of the shares under option. Furthermore, as these are purchase options, the price cannot be below 80% of the average purchase price of shares held by the company in application of the provisions of article L.225-209 of the French Commercial Code.

This price cannot be modified unless the company were to undertake a financial transaction during the period of exercise of the options. In such a case, the company would adjust the price, or the number of shares, as required by law.
The board of directors may temporarily suspend taking up of options, for a period of up to three months, in the case where it undertakes financial transactions involving exercise of some right attached to shares.

No options may be granted :

  • within the ten stock market trading sessions preceding and following the date of publication of the consolidate accounts ;
  • within the interim period between the date upon which the officers of the company have knowledge of any information which, if it were made public, might have a significant effect on the stock exchange value of the company shares, and the date ten trading days after publication of this information ;
  • less than twenty stock exchange trading days after a stock goes ex dividend or ex rights capital increase.

Full powers are vested in the board of directors, acting in the circumstances defined above, to grant the abovementioned subscription options or share purchase options, to set the terms and conditions thereof in accordance with law and the articles of association, to name the beneficiaries, to record the increase(s) of capital resulting from the implementation of this present authorisation, to withhold the costs of these transactions from the premiums arising from the capital increases, to proceed with all necessary formalities in relation to the above and to correspondingly amend the clause, in the memorandum and articles of association, which fixes the amount of the authorised capital.

 

Eighteenth 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 :

  • authorises the board of directors, as provided for under sections L.225-197-1 to L.225-197-6 of the French Commercial Code, to proceed, in one or more occasions, with the allotment of bonus company shares, either existing or to be issued, in favour of the salaried staff of the company or certain categories of this staff and/or in favour of the corporate officers and directors referred to in section L.225-197-1-II of the said Code, and of the members of the salaried staff and the corporate officers and directors of affiliated companies or intercompany partnerships (groupements d'intérêt économique), as provided for in section L.225-197-2 of the said Code ;
  • decides that the overall number of the shares which may be allotted cannot exceed five percent (5%) of the capital at the date of the decision on their allotment, this percentage being calculated with the inclusion of the said shares allotted and/or issued. It is understood that all the shares to which the options granted by the board under the authorisation granted in the seventeenth resolution give entitlement will be set off against this ceiling.

The general meeting authorises the board of directors to proceed, alternatively or cumulatively, within the limit set in the preceding paragraph :

  • with the allotment of shares originating from buybacks by the company as provided for in articles L.225- 208 and L.225-209 of the French Commercial Code, and/or ;
  • with the allotment of shares to be issued in a capital increase; in this case, the general meeting authorizes the board of directors to increase the capital by the maximum par-value amount corresponding to the number of shares allotted by capitalisation of reserves, premiums or profits, noting that, as prescribed by law, the allotment of shares to the beneficiaries named by the board implies, in favour of these beneficiaries, explicit waiver by the shareholders of their preferential subscription rights to the shares to be issued.

The general meeting decides :

  • a) as regards allotment of bonus shares to beneficiaries who are French residents :
    • to set two years, counted as of the date upon which the allotment rights are granted by the board of directors, as the minimum period of acquisition following which these rights shall be definitively acquired by their beneficiaries, noting that these rights shall be non-transferable until the completion of this period, as provided for in section L.225-197-3 of the Commercial Code ;
    • to set two years, as of the date of their definitive acquisition, as the minimum period of possession of these share by their beneficiaries, noting however that the shares will be freely transferable in the event of the decease of the beneficiary or in the event of the latter's disablement, classified within the second or third of the categories defined by article L.341-4 of the French Social Security Code.
  • b) as regards allotment of bonus shares to beneficiaries who are not French residents :
    • to set four years, counted as of the date upon which the allotment rights are granted by the board of directors, as the minimum period of acquisition following which these rights shall be definitively acquired by their beneficiaries, noting that these rights shall be non-transferable until the completion of this period, as provided for in section L.225-197-3 of the Commercial Code ;
    • to do away with any minimum period of possession by these beneficiaries, noting that the shares will be freely transferable as of their date of definitive acquisition, as provided for in the 7th paragraph of article L.225-197-1 of the Commercial Code.

As regards the allotments referred to in both sections a) and b) above, however, it should be noted that in the event of the beneficiary's decease, his heirs may request allotment of the shares within six months of the date of decease. Shares will also be allotted before the specified term in the event of the beneficiary's disablement, classified within the second or third of the categories defined by article L.341-4 of the French Social Security Code.

The general meeting vests the board of directors with full powers, within the above-mentioned limits :

  • to determine the names of the beneficiaries and the category or categories of beneficiaries of these allotments of shares, bearing in mind that shares cannot be allotted to staff-members or company representatives individually holding more than 10% of the share capital, and that no allotment of bonus shares may result in any such individual exceeding this 10% threshold ;
  • to proceed with these allotments, in one or more instalments, at such dates as it deems appropriate ;
  • to set the conditions and determine the criteria for these allotments of shares, including, for example, but not limited to conditions of seniority, of continuance of contract of employment or term of office through the period of acquisition and any other financial terms or conditions of individual or collective achievement ;
  • to determine the definitive lengths of the periods of acquisition and of possession of shares within the bounds fixed above by the general meeting ;
  • to register the bonus shares allotted in an account opened in the name of the shareholder, mentioning the unavailability of these shares and the duration of this unavailability ;
  • to credit an unavailable reserve, assigned to the rights of the allottees, with a sum equal to the overall par value of the shares likely to be issued through an increase of capital, withdrawing the necessary funds from any reserve freely available to the company ;
  • to draw as necessary on this unavailable reserve to release the par value of the shares to be issued in favour of their beneficiaries and thereby increase the authorised capital by the cumulative par value of the bonus shares allotted ;
  • in the event of a capital increase, to amend the articles of association accordingly and proceed with all the necessary formalities ;
  • in the case where financial transactions within the terms of article L.228-99, para. 1, of the French Commercial Code are undertaken during the period of acquisition, to implement, as it sees fit, any specific measures to safeguard and adjust the rights of share allottees in accordance with the terms and conditions specified in the said article ;
  • to take any necessary measures to ensure that beneficiaries respect the required period of possession.

As required by the provisions of sections L.225-197-4 and L.225-197-5 of the Commercial Code, a special report will inform the ordinary general meeting every year of action taken in pursuance of this present authorisation. The general meeting sets the term for implementation of this present authorisation by the board of directors atthirty-eight (38) months.

 

Nineteenth 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, and acting in accordance with legislation and notably articles L.225-129 to L.225-129-6 and L.225-138-1 of the Commercial Code and L.3332-18 et seq. of the French Labour Code,

  • delegates powers to the board of directors, with faculty of sub-delegation to any person accredited by law, to decide to increase the share capital, on its sole initiative, on one or more occasions and where appropriate in distinct increments or separate steps, by a maximum nominal sum of five million euros through issuance of shares, or securities giving access to company equity, reserved for employees belonging to a company or group savings scheme ;
  • decides that this present delegation implies cancellation of shareholders' preferential subscription rights, in favour of the said members of a company or group savings scheme, to shares and securities to be issued within the scope of this resolution and waiver of their preferential right of subscription to those shares to which the securities issued under this delegation may give entitlement ;
  • decides, in pursuance of article L.3332-19 of the said Labour Code, to set the discount at 20% of the average quoted price of the company share on the Euronext Paris stock market over the twenty trading sessions preceding the date of the decision setting the opening date for subscriptions, adding that this discount may be increased to 30% for members of a savings plan instituted in application of article L.3332- 25 of the Labour Code on condition that the unavailability period written into this plan is at least equal to ten years. The general meeting authorises the board of directors, however, within the bounds of legislation or regulations, to replace all or part of this discount with the allotment of free shares or securities giving access to company equity, to reduce this discount or to grant no discount at all ;
  • decides that the board of directors may proceed, within the limits traced by article L.3332-21 of the Labour Code, with the allotment of free shares or securities giving access to company equity as a company contribution to a savings plan ;
  • vests the board of directors with full powers, including faculty of delegation, to, notably :
    • set the terms and conditions of the transaction(s) to be undertaken, and in particular :
      • fix a perimeter for those companies concerned by this offer which is more restrictive than the perimeter of eligible companies under the company or group savings scheme ;
      • set the terms and conditions of issuances undertaken under this present authorisation, and notably decide on amounts offered for application, determine the issue prices, thedates, time-limits, terms and conditions of subscription, of payment in full, of issuance and of entitlement to dividends of these shares or securities allowing access to company equity ;
    • on the basis of these sole decisions, after each increase of capital, charge the costs of the capital increases to the amount of the corresponding premiums and withdraw, from this amount, the sums necessary to bring the legal reserve up to one tenth of the stated capital ;
    • take all action and proceed with all formalities to implement and record the capital increase(s) made in pursuance of this authorisation, including, notably, correlative amendment of the articles of association, and, more generally, do whatever is required for these purposes.

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

 

Twentieth 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 and public offering of any financial securities, 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.225-135, L.225-136 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 cancellation of shareholders' preferential subscription rights, and notably of :

  • ordinary shares, with or without company share 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.

The general meeting decides that these issuances may also be made :

  • in consideration for securities that may be contributed to the company within the scope of a takeover bid involving exchange of company stock and including any securities issued by the company, as provided for under section L.225-148 of the French Commercial Code ;
  • following issuance, by the company possessing, directly or indirectly, more than half the capital stock of the company, or by one of the companies in which the company directly or indirectly possesses a majority shareholding, of securities giving access to the equity of the company, as provided for under article L.228- 93 of the said Commercial Code.

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 decides to cancel shareholders' preferential rights of subscription to the equity securities and/or other securities which may be issued in pursuance of this present delegation, adding that the board of directors will be allowed to grant shareholders an option to subscribe, preferentially, to all or part of an issue of shares or transferable securities.

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 general manager, and implemented, immediately or subsequently, in pursuance of this present delegation, cannot exceed the sum of eight million euros (€8,000,000). In the case of an increase of capital by capitalisation of reserves, this sum will be automatically increased in the same proportions.

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.

Any transferable securities giving access to Company stock issued under this delegation of authority, as the case may be, 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 (this sum understood to be a global amount for all the debt securities issued by the board under the delegation granted by the present general meeting).

The general meeting takes due note of these provisions and decides, in case of need, that the present delegation automatically implies, as of right and in favour of the holders of the securities which may be issued giving immediate or subsequent access to company shares, waiver by the shareholders of the preferential right of subscription to those shares to which the said securities may give entitlement.

The issue price for ordinary shares shall be at least equal to the weighted average quoted price on the Euronext Paris market in the course of the three trading sessions preceding the issue, reduced if necessary by a maximum discount of 5%.

The issue price for other transferable securities giving access to equity will be such that the sum received immediately by the company, increased as the case may be by the sum it subsequently receives, shall be, for each share issued as a result of issuance of these other securities, at least equal to the issue price defined in the preceding paragraph.

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 general manager, under the terms and conditions set by law, to implement the present delegation of authority, 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 on this head, is granted for a period of twentysix (26) months.

 

Twenty-first resolution

The general meeting, resolving under the conditions of majority and quorum required for extraordinary general meetings, after having heard the directors' report, and acting in accordance with the provisions of articles L.225-129- 2 and L.225-130 of the French Commercial Code,

1. delegates its authority, to the board of directors, to decide to increase the capital, on one or more occasions and at such times and under such conditions as it may see fit, by capitalisation of reserves, profits, premiums or other sums open to capitalisation, through issuance and allotment of bonus shares or by raising the par value of existing ordinary shares or by any combination of these two methods ;

2. decides, in the case where the board of directors were to avail itself of this present authorisation, and as prescribed by article L.225-130 of the Commercial Code, for an increase of capital through allotment of bonus shares, that rights forming fractions shall be neither negotiable nor transferable, that the corresponding shares will be sold and that the proceeds of these sales will be paid to those holding the rights in question within the time limit fixed by regulations ;

3. sets the duration of the validity of this present delegation at twenty-six months, as of the date of the present meeting ;

4. decides that the extent of the capital increase resulting from issuances under this present resolution, excluding the amount necessary to safeguard, as required by law, the rights of those holding securities entitling them to shares, cannot exceed the face value of the shares issued. This ceiling is independent and quite distinct from all others provided for in the other resolutions of this present meeting ;

5. vests the board of directors with full powers to implement the present resolution and, more generally, to take all action and satisfy all formalities required for successful completion of each capital increase, to record this completion and to amend the articles of association accordingly ;

6. notes that the present delegation nullifies, as of the present date and (as the case may be) to the extent of any unused provision, any previous delegation for this purpose.

 

Twenty-second resolution

The general meeting, resolving under the conditions of majority and quorum required for extraordinary general meetings, after having heard the directors' report, decides :

  • (i) to bring article 13 of the Memorandum and Articles of Association into alignment with the provisions of article L.225-25 of the French Commercial Code and thus to amend it to read as follows :
    ARTICLE 13 APPOINTMENT OF DIRECTORS
    Paragraph V is amended as follows and the remainder of the article is unchanged :
    « V - Each director must hold [at least] 300 shares in the Company. If this is not the case on the date of his appointment or at any time in the course of his terms of office, he shall be considered as having automatically resigned if he fails to remedy the situation within a period of six months ».
  • (ii) to bring the provisions of article 17 of the Memorandum and Articles of Association into alignment with the terms of article L.225-38 of the French Commercial Code and thus to amend it to read as follows :
    ARTICLE 17 TRANSACTIONS WITH CONNECTED PERSONS
    The first paragraph of section I, Agreements subject to approval, is amended as follows and the remainder of the article is unchanged :
    « Any agreement to be entered into, whether directly, indirectly or through some intermediary, between the Company and its General Manager, one of its Deputy General Managers, one of its directors, one of its shareholders possessing more than 10% of voting rights or, in the case of a corporate shareholder, its controlling company as defined by article 233-3 of the French commercial code, must be submitted to the board of directors for prior approval ».
Twenty-third 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 of capital : 61 556 814
Total number of shares: 59 095 484
Total number of votes: 59 095 484

Shareholders present and represented

  Presents Proxies Powers to chairman Postal vote Total
Number of shareholders 188 5 593 305 1 091
Number of shares 25 700 216 8 199 5 097 472 8 631 371 39 437 258
Number of votes 25 700 216 8 199 5 097 472 8 631 371 39 437 258
Shareholders’ votes
  Powers to chairman + postal vote Day of meeting Total
Number of voters 898 193 1 091
Number of votes 13 728 843 25 708 415 39 437 258
Resolution’ votes

1st resolution

Resolution 1 Number of votes Percentage
Participated in vote 39 437 258  
Exclusions 0  
Votes for 39 429 035 99,979%
Votes against 4 767 0,012%
Votes withheld 3 456 0,009%

2nd Resolution

Resolution 2 Number of votes Percentage
Participated in vote 39 437 258  
Exclusions 0  
Votes for 38 865 705 98,551%
Votes against 567 661 1,439%
Votes withheld 3 892 0,010%

3rd Resolution

Resolution 3 Number of votes Percentage
Participated in vote 39 437 258  
Exclusions 0  
Votes for 38 952 353 98,770%
Votes against 481 416 1,221%
Votes withheld 3 489 0,009%

4th Resolution

Resolution 4 Number of votes Percentage
Participated in vote 39 437 258  
Exclusions 0  
Votes for 39 428 783 99,979%
Votes against 4 939 0,013%
Votes withheld 3 536 0,008%

5th Resolution

Resolution 5 Number of votes Percentage
Participated in vote 24 125 566  
Exclusions 15 311 692  
Votes for 20 284 176 84,078%
Votes against 3 837 290 15,905%
Votes withheld 4 100 0,017%

6th Resolution

Resolution 6 Number of votes Percentage
Participated in vote 39 437 258  
Exclusions 0  
Votes for 38 086 197 96,574%
Votes against 1 346 753 3,415%
Votes withheld 4 308 0,011%

7th Resolution

Resolution 7 Number of votes Percentage
Participated in vote 39 437 258  
Exclusions 0  
Votes for 37 483 049 95,045%
Votes against 1 950 543 4,946%
Votes withheld 3 666 0,009%

8th Resolution

Resolution 8 Number of votes Percentage
Participated in vote 39 437 258  
Exclusions 0  
Votes for 37 300 092 94,581%
Votes against 2 133 439 5,410%
Votes withheld 3 727 0,009%

9th Resolution

Resolution 9 Number of votes Percentage
Participated in vote 39 437 258  
Exclusions 0  
Votes for 36 378 612 92,244%
Votes against 3 055 089 7,747%
Votes withheld 3 557 0,009%

10th Resolution

Resolution 10 Number of votes Percentage
Participated in vote 39 437 258  
Exclusions 0  
Votes for 37 769 895 95,772%
Votes against 1 663 675 4,219%
Votes withheld 3 688 0,009%

11th Resolution

Resolution 11 Number of votes Percentage
Participated in vote 39 437 258  
Exclusions 0  
Votes for 34 943 925 88,606%
Votes against 4 489 486 11,384%
Votes withheld 3 847 0,010%

12th Resolution

Resolution 12 Number of votes Percentage
Participated in vote 39 437 258  
Exclusions 0  
Votes for 39 428 151 99,977%
Votes against 4 665 0,012%
Votes withheld 4 442 0,011%

13th Resolution

Resolution 13 Number of votes Percentage
Participated in vote 39 437 258  
Exclusions 0  
Votes for 39 010 674 98,918%
Votes against 422 277 1,071%
Votes withheld 4 307 0,011%

14th Resolution

Resolution 14 Number of votes Percentage
Participated in vote 39 437 258  
Exclusions 0  
Votes for 35 101 371 89,006%
Votes against 4 032 116 10,224%
Votes withheld 303 771 0,770%

15th Resolution

Resolution 15 Number of votes Percentage
Participated in vote 39 437 258  
Exclusions 0  
Votes for 39 369 017 99,827%
Votes against 64 321 0,163%
Votes withheld 3 920 0,010%

Poll results on the Extraordinary General Meeting resolutions

Total number of shares of capital: 61 556 814
Total number of shares: 59 095 484
Total number of votes: 59 095 484

Shareholders present and represented

  Presents Proxies Powers to chairman Postal vote Total
Number of shareholders 196 6 565 305 1 072
Number of shares 26 153 516 13 309 4 221 681 8 608 593 38 997 099
Number of votes 26 153 516 13 309 4 221 681 8 608 593 38 997 099

Shareholders’ votes

  Powers to chairman + postal vote Day of meeting Total
Number of voters 870 202 1 072
Number of votes 12 830 274 26 166 825 38 997 099

Resolution’ votes

16th resolution

Resolution 16 Number of votes Percentage
Participated in vote 38 997 099  
Exclusions 0  
Votes for 38 986 802 99,974%
Votes against 5 584 0,014%
Votes withheld 4 713 0,012%

17th resolution

Resolution 17 Number of votes Percentage
Participated in vote 38 997 099  
Exclusions 0  
Votes for 33 182 244 85,089%
Votes against 5 809 414 14,897%
Votes withheld 5 441 0,014%

18th resolution

Resolution 18 Number of votes Percentage
Participated in vote 38 997 099  
Exclusions 0  
Votes for 33 272 065 85,319%
Votes against 5 718 515 14,664%
Votes withheld 6 519 0,017%

19th resolution

Resolution 19 Number of votes Percentage
Participated in vote 38 997 099  
Exclusions 0  
Votes for 5 892 731 15,111%
Votes against 32 797 222 84,102%
Votes withheld 307 146 0,787%

20th resolution

Resolution 20 Number of votes Percentage
Participated in vote 38 997 099  
Exclusions 0  
Votes for 32 780 782 84,060%
Votes against 6 208 774 15,921%
Votes withheld 7 543 0,019%

21th resolution

Resolution 21 Number of votes Percentage
Participated in vote 38 997 099  
Exclusions 0  
Votes for 38 986 399 99,973%
Votes against 6 715 0,017%
Votes withheld 3 985 0,010%

22th resolution

Resolution 22 Number of votes Percentage
Participated in vote 38 997 099  
Exclusions 0  
Votes for 38 096 971 97,692%
Votes against 895 507 2,296%
Votes withheld 4 621 0,012%

23th resolution

Resolution 23 Number of votes Percentage
Participated in vote 38 997 099  
Exclusions 0  
Votes for 38 976 105 99,946%
Votes against 4 533 0,012%
Votes withheld 16 461 0,042%

2010 interactive Annual Report


Method of distribution of a dividend and of award of bonus shares

The Combined General Meeting of BOURBON shareholders held on the 1st of June approved the distribution of a dividend of €0.90 per share, and a bonus share award to shareholders with a ratio of 1 new share for 10 existing shares.

These operations will occur according to this calendar:

  • For the distribution of a dividend of €0.90 per share
    • As of stock market trading on June 3, 2011, the BOURBON share will be quoted ex-dividend
    • The dividend will be paid on June 8, 2011
    • The deadline for ownership of shares allowing to benefit from the distribution of a dividend is June 2, 2011, at stock market closure
  • For the bonus share award to shareholders with a ratio of 1 new share for 10 existing shares
    • As of stock market trading on June 10, 2011, the BOURBON share will be quoted accordingly to this operation
    • This award will take place as of June 10, 2011
    • The deadline for ownership of shares allowing to benefit from this award is June 9, 2011, at stock market closure
    • Owner to rights of fraction of shares (less than 10 shares) will receive a monetary compensation beginning from July 19, 2011