APC 2003 Annual Report Download - page 142

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Twentieth resolution
(Authorization to cancel the shares purchased
under the shareholder-approved buyback program,
within the limit of 10% of the capital)
The General Meeting, acting with the quorum and
majority required for extraordinary General Meetings
and having heard the report of the Board of Directors
and the Auditors' special report, resolves, in accor-
dance with article L.225-209 of the Commercial
Code, to authorize the Board of Directors to cancel
the shares of the Company acquired under the
authorizations given by shareholders in General
Meeting, as provided for in article L.225-209 of the
Commercial Code, as follows:
■
The Board shall have full discretionary authority to
cancel, on one or several occasions, all or some of
the shares purchased under the shareholder-
approved buyback programs, provided that the total
number of shares canceled in the 24 months follow-
ing the date of this Meeting does not exceed 10% of
the total number of shares outstanding, and to
reduce the Company's capital accordingly.
■
The difference between the purchase price of the
shares and their par value will be charged against
additional paid-in capital and, if appropriate, against
the legal reserve for the portion of the difference rep-
resenting 10% of the capital reduction.
This authorization is given for a period of 24 months
from the date of this Meeting. The Board of Directors
shall have full powers to carry out any and all actions,
formalities and filings required to cancel the shares,
reduce the capital and amend the bylaws to reflect
the new capital, either directly or through a duly
authorized representative.
Twenty-first resolution
(Issuance of shares while a takeover bid is in
progress)
The General Meeting, acting with the quorum and
majority required for extraordinary General Meetings,
resolves that the Board of Directors may use autho-
rizations to issue shares while a cash-for-stock or a
stock-for-stock offer for the Company’s shares is in
progress for the sole purpose of increasing the capi-
tal by any method authorized under the applicable
legislation, to finance acquisition projects presented
to the Board of Directors before the takeover bid was
initiated, provided that the right to subscribe to the
issue is not restricted to specified investors.
This authorization will expire at the Annual Share-
holders’ Meeting to be called in 2005 to approve the
2004 accounts.
Twenty-second resolution
(Powers)
The General Meeting gives full powers to the bearer
of a copy or extract of the minutes of the meeting to
carry out all legal filing and other formalities.
Assemblée générale mixte du 6 mai 2004
140