Find out more about 2009 Combined Annual Shareholders' Meeting

Agenda of the ordinary general meeting

  • Directors’ report and group management report for the period ended 31st December 2008 ;
  • 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 French Commercial Code.
  • External auditors’ report on the annual financial statements and consolidated accounts.
  • Special external auditors’ report on the agreements specified under articles L 225-38 et seq. of the French Commercial Code.
  • Audit report on the in-house supervisory procedures concerning financial reporting ;
  • Discharge for directors.
  • Approval of financial statements and consolidated accounts for the financial year 2008.
  • Net income appropriation - decision concerning distribution of dividend.
  • Setting of directors’ fees.
  • Renewal of tenure for three directors.
  • 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;
  • Draft resolution concerning a capital increase by transfer from share premium account, issue of one bonus share for ten existing shares as at the date of the combined ordinary and extraordinary general meeting.
  • Resulting amendment to article 7 of the articles of association relating to share capital.
  • Authorization for the board of directors to reduce the share capital by cancellation of treasury shares held by the Company.
  • Powers for filing and formalities

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 the notes thereto for the financial year closed on 31st December 2008, 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 and summarized in these reports and grants the directors full discharge 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 motion and decides to appropriate the net income of the period as follows:

Annual profits / net income for the period
Legal reserve being constituted up to 10% of par-value capital)
€256,470,383.43
increased by retained earnings of €1,260,706.00
giving distributable earnings of €257,731,089.43
Distribution of per unit dividend of 0.90 euro on 55 461 302 shares €49,915,171.80
Balance, to other reserves €207,815,917.63

The dividend thus set will be distributed as of 11th June 2009.

As regards repurchase of its own shares by the company, it may be noted that acquired shares do not yield dividend. The sum corresponding to these unpaid dividends will thus be carried forward as 'unappropriated earnings'. The overall amount of dividend may also be increased by the sum required for distribution to new shares resulting from exercise of stock subscription options by the date set for payment of dividend.

This dividend will entitle natural persons who are tax residents in France to a tax credit of 40%, i.e. €0.36 per share. Legal persons are not entitled to this tax credit.

No income is distributed under this meeting apart from the above-mentioned dividend, whether or not within the scope of the 40% rebate mentioned in article 158, section 3, paragraph 2, of the French tax code.

 

Dividends distributed for the three preceding financial years were as follows:

Year Number of shares Net dividend per share* Total amount distributed (€000)**
2005 25,045,577 €1.00 €25,046
2006 50,195,528 €0.60 €30,110
2007 55,461,302 €1.00 €54,200

* Dividend entitling natural persons considered tax residents in France to 40% tax credit 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 2008, 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 200,000 euros as fees for the financial year 2008 and subsequent periods.

 

Seventh resolution

The general meeting, resolving under the conditions of majority and quorum required for ordinary general meetings, notes that Mrs Dominique Senequier’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 2012 to decide on the accounts for the financial year closed on 31st December 2011.

 

Eighth resolution

The general meeting, resolving under the conditions of majority and quorum required for ordinary general meetings, notes that Mr Marc Francken’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 2012 to decide on the accounts for the financial year closed on 31st December 2011.

 

Ninth resolution

The general meeting, resolving under the conditions of majority and quorum required for ordinary general meetings, notes that Mr Roger Wright’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 called 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, decides to appoint Mr Philippe Sautter, residing at n° 4 rue Clapières, 38120 Saint-Egrève, France, as a director for a period of three years, i.e. until the close of the meeting called in 2012 to decide on the accounts for the financial year closed on 31st December 2011.

 

Eleventh 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 buyback programme decided by the combined general meeting on 30th May 2008,
  • to adopt the following programme and, thus:
    1. authorizes the board of directors, with entitlement to sub-delegate these powers, as required by articles L 225-209 et seq. of the French Commercial Code, to purchase company shares within the holding limit of 10% of the authorized capital at 31st December 2008 (i.e. up to 5,546,130 shares), on condition that the maximum percentage of shares repurchased by the company as treasury stock 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:
      • stimulating the market through an investment service provider, operating wholly independently within the framework 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 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 beneficiary 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 the adoption of the fifteenth resolution mentioned below;
    3. decides that the maximum purchase price per share cannot exceed forth-five euros (€45), 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 capitalization of reserves and stock dividend, any stock-split or consolidation of shares, any redemption of shares or decrease in the number of shares outstanding, any distribution of reserves or other assets and 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 forty-nine million five hundred and seventy-five thousand eight hundred and fifty euros (€249,575,850);
    6. decides that the shares can be purchased by any means, and notably wholly or partially through operations on the market or though purchase of blocks of securities and, as the case may be, through sale by private treaty, public purchase or exchange offers or through option mechanisms or derivative instruments except for sale of sell options, at any times considered appropriate by the board, including during a takeover bid, within the bounds authorized by stock market regulations, and with the sole aim of respecting share delivery commitments or financing acquisitions of assets by exchanges and transfers of stock within the scope of external development operations currently in progress during the launch of the takeover bid;
    7. resolves that shares acquired under this authorization may be kept or transferred by any means, including by transfer of blocks of securities, and at any time, including during tender 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 over the counter;
      • 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 2009 and, at all events, not exceeding eighteen months as of the date of present meeting.

Twelfth 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

Thirteenth resolution

The general meeting, resolving under the conditions of majority and quorum set for ordinary general meetings by article L 225-98 of the French Commercial Code, notwithstanding the provisions of article L.225-96, after having heard the directors’ report, decides to increase the capital by 3,522,922 euros, thereby bringing it from 35,229,221 euros to 38,752,143 euros, by capitalizing part of the share premium account.

This increase of capital is achieved by creating 5,546,130 bonus shares, allotted to shareholders in the proportion of 1 new share for 10 already held.

The amount of this capital increase, together with that of the number of shares newly created, may be increased as necessary by the appropriate sum in the case of an increase of capital, noted in the course of implementation of this present decision, through exercise of stock options. The board may however, if it sees fit, temporarily suspend the rights of option holders in order to allow the capital increase to be carried through.

The new shares will bear dividend as of January 1st 2009 and will be merged into old shares after payment of dividend on these for the financial year 2008.

The General Meeting decides that rights creating fractions can neither be transferred or traded. The corresponding shares shall be sold and the proceeds allotted to those entitled, within thirty days of the date of registration, in their account, of the full number of shares to which they are entitled.

The General Meeting accordingly grants the board of directors full powers to:

  • implement the present decision as of the closure of the meeting;
  • adjust the final amount of the reserves to be capitalized, allowing for the number of shares making up the registered capital at the date of implementation of this present decision;
  • temporarily suspend, if need be, the rights of stock option holders in order to allow the operation to be carried through;
  • take all necessary measures, in this case, to protect the rights of stock option holders as provided for by law;
  • and, more generally, take all required action to ensure that this present decision is successfully carried into effect.

Fourteenth resolution

Following the adoption (as the case may be) of the preceding resolution, the Extraordinary General Meeting decides to amend article 7 of the memorandum and articles of association to read as follows (subject to the adjustment of the final amount of the capital increase as stipulated in the thirteenth resolution above):

ARTICLE 7 – AUTHORISED CAPITAL

The authorized capital is set at 38,752,143 euros and divided into 61,007,432 shares, all of the same class.

 

Fifteenth resolution

The general meeting, resolving under the conditions of majority and quorum required for extraordinary general meetings and having heard and studied the board's report and the special report from the external auditors within the framework of the authorisation for the company to buy back its own shares, as set forth in the eleventh resolution above,

  1. authorises the board of directors, as provided for in article L 225-209 of the French Commercial Code, to cancel, on one or more stages and in such proportions and at such times as it sees fit, all or any of the shares acquired by the company through the present or future implementation of the various share purchase authorisations granted to the board of directors by a general meeting of shareholders, within the limit of 10% of the company share capital per period of 24 months, and to reduce the authorised capital correspondingly;
  2. authorises the board of directors to charge the difference between the repurchase price of the shares cancelled and their face value to all or any available reserves and premium accounts;
  3. vests the board of directors with full powers, including those to sub-delegate, to proceed with this or these reduction(s) of capital and notably to set the final amount of the reduction of capital, to fix the method and conditions thereof, to note its achievement, to have the corresponding accounting entry recorded and the memorandum and articles of association amended correlatively, to proceed with all formalities, take all action and make all declarations with respect to any organisations, bodies or institutions and, more generally, undertake whatever steps are required;
  4. sets the term of validity of the present authorisation at eighteen months as of the date of the present meeting.

Sixteenth resolution

The general meeting grants full powers to the bearer of an original or a copy of, or an extract from, the minutes of the present meeting 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: 55 461 302
Total number of votes: 53 231 511

Shareholders present and represented

  Presents Proxies Powers to chairman Postal vote Total
Number of shareholders 208 8 489 210 915
Number of shares 23 346 965 330 608 6 115 803 6 289 580 36 082 956
Number of votes 23 346 965 330 608 6 115 803 6 289 580 36 082 956

Shareholders’ votes

  Powers to chairman + postal vote Day of meeting Total
Number of voters 699 208 907
Number of votes 12 405 383 23 677 573 36 082 956

1st resolution

Resolution 1 Number of votes Percentage
Participated in vote 36 082 956  
Did not participate in vote 0  
Votes for 35 920 797 99,551%
Votes against 162 159 0,449%
Votes withheld 0 0,000%

2nd Resolution

Resolution 2 Number of votes Percentage
Participated in vote 36 082 956  
Did not participate in vote 0  
Votes for 35 787 353 99,181%
Votes against 295 592 0,819%
Votes withheld 11 0,000%

3rd Resolution

Resolution 3 Number of votes Percentage
Participated in vote 36 082 956  
Did not participate in vote 0  
Votes for 36 082 862 100,000%
Votes against 94 0,000%
Votes withheld 0 0,000%

4th Resolution

Resolution 4 Number of votes Percentage
Participated in vote 36 082 956  
Did not participate in vote 0  
Votes for 36 037 643 99,874%
Votes against 45 313 0,126%
Votes withheld 0 0,000%

5th Resolution

Resolution 5 Number of votes Percentage
Participated in vote 36 073 574  
Did not participate in vote 9 382  
Votes for 30 897 189 85,650%
Votes against 5 176 385 14,350%
Votes withheld 0 0,000%

6th Resolution

Resolution 6 Number of votes Percentage
Participated in vote 36 082 956  
Did not participate in vote 0  
Votes for 35 843 974 99,338%
Votes against 238 982 0,662%
Votes withheld 0 0,000%

7th Resolution

Resolution 7 Number of votes Percentage
Participated in vote 36 082 956  
Did not participate in vote 0  
Votes for 32 160 655 89,130%
Votes against 3 922 301 10,870%
Votes withheld 0 0,000%

8th Resolution

Resolution 8 Number of votes Percentage
Participated in vote 36 082 956  
Did not participate in vote 0  
Votes for 36 080 469 99,993%
Votes against 2 487 0,007%
Votes withheld 0 0,000%

9th Resolution: Not subject to vote.

10th Resolution

Resolution 10 Number of votes Percentage
Participated in vote 36 082 956  
Did not participate in vote 0  
Votes for 32 474 585 90,000%
Votes against 3 608 371 10,000%
Votes withheld 0 0,000%

11th Resolution

Resolution 11 Number of votes Percentage
Participated in vote 36 082 956  
Did not participate in vote 0  
Votes for 33 674 521 93,325%
Votes against 2 408 435 6,675%
Votes withheld 0 0,000%

12th Resolution

Resolution 12 Number of votes Percentage
Participated in vote 36 082 956  
Did not participate in vote 0  
Votes for 36 082 956 100,000%
Votes against 0 0,000%
Votes withheld 0 0,000%

Poll results on the extraordinary general meeting resolutions

Total number of shares: 53 231 511
Total number of votes: 53 231 511

Shareholders present and represented

  Present Proxies Powers to chairman Postal vote Total
Number of shareholders 210 9 471 208 898
Number of shares 23 514 334 240 047 6 098 117 6 296 580 36 149 078
Number of votes 23 514 334 240 047 6 098 117 6 296 580 36 149 078

Shareholders’ votes

  Powers to chairman + postal vote Day of meeting Total
Number of voters 679 210 889
Number of votes 12 394 697 23 754 381 36 149 078

13th Resolution

Resolution 13 Number of votes Percentage
Participated in vote 36 149 078  
Did not participate in vote 0  
Votes for 36 021 899 99,648%
Votes against 127 179 0,352%
Votes withheld 0 0,000%

14th Resolution

Resolution 14 Number of votes Percentage
Participated in vote 36 149 078  
Did not participate in vote 0  
Votes for 36 021 899 99,648%
Votes against 127 179 0,352%
Votes withheld 0 0,000%

15th Resolution

Resolution 15 Number of votes Percentage
Participated in vote 36 149 078  
Did not participate in vote 0  
Votes for 36 149 078 100,000%
Votes against 0 0,000%
Votes withheld 0 0,000%

16th Resolution

Resolution 16 Number of votes Percentage
Participated in vote 36 149 078  
Did not participate in vote 0  
Votes for 36 021 899 99,648%
Votes against 127 179 0,352%
Votes withheld 0 0,000%