APC 2004 Annual Report Download - page 143

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Ninth resolution
(Attendance Fees)
The General Meeting, acting with the quorum and
majority required for ordinary General Meetings and
having heard the report of the Board of Directors, sets
the maximum attendance fees payable to Directors at
800,000 per year until further notice.
Tenth resolution
(Authorization to trade in the Company's shares -
maximum acquisition price:
 90, minimum selling
price:
 50)
The General Meeting, acting with the quorum and
majority required for ordinary General Meetings and
having heard the report of the Board of Directors and
the information memorandum prepared by the
Company and approved by Autorité des Marchés
Financiers, authorizes the Board of Directors to pur-
chase Company shares on the stock market in con-
nection with any acquisition transactions, or in order
to reduce the capital or to cover stock option plans or
to grant bonus shares or instruments convertible into
shares, as provided for in article L.225-209 of the
Commercial Code.
The maximum number of shares that may be
acquired pursuant to this authorization may not
exceed 22,619,417 shares, or 10 percent of the
issued share capital.
Shares may not be acquired at a price in excess of
90 nor sold at a price of less than 50, provided
that, if all or some of the shares acquired pursuant
to this authorization are intended to be allotted on
exercise of stock options, in application of articles
L.225-177 et seq. of the Commercial Code, the sell-
ing price of the shares in question will be determined
in accordance with the provisions of the law govern-
ing stock options.
Share purchases may not exceed an aggregate
maximum amount of 2,035,747,530.
The shares may be acquired, sold or otherwise
transferred by any appropriate method and in compli-
ance with current legislation on the market or over the
counter, including through block purchases or sales,
the use of all derivatives traded on a regulated market
or over the counter and the use of put or call options.
Shares acquired may also be canceled, subject to
compliance with the provisions of articles L.225-204
and L.225-205 of the Commercial Code and in accor-
dance with the twentieth resolution submitted to
shareholders at Annual Meeting of May 6, 2004.
In the case of financial transactions, the Board of
Directors may adjust the maximum and minimum
number and/or selling price of shares sold pursuant to
this authorization.
This authorization will expire at the end of a period
of eighteen months from the date of this Meeting.
Resolutions voted on
in Extraordinary Shareholders'
Meeting
Eleventh resolution
(Authorization to increase the capital by a maximum
of
 500 million by issuing common shares or other
share equivalents, in all cases with pre-emptive sub-
scription rights)
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 articles L.225-129-2 and L.228-92 of the
Commercial Code:
To authorize the Board of Directors to increase the
Company's issued share capital on one or several
occasions by issuing, in France or abroad, common
shares or legally recognized securities that are con-
vertible, redeemable, exchangeable or otherwise
exercisable for shares, at any time or on fixed dates.
The securities may be denominated in euros or in any
other currency or any monetary unit determined by
reference to a basket of currencies.
This authorization is given for a period of twenty-six
months from the date of this Meeting.
That the issued share capital may be increased dur-
ing the period by a maximum aggregate amount of
500 million, taking into account the increases
authorized in the 12th and 13th resolutions.The 500
million ceiling will not include the par value of any
shares to be issued to prevent dilution of the rights of
holders of share equivalents.
That the aggregate par value of debt securities that
are convertible, redeemable, exchangeable or other-
wise exercisable for shares may not exceed 1.5 bil-
lion.
That holders of existing shares will have a pre-emp-
tive right to subscribe any securities to be issued pro
rata to their existing holdings.
That if all the securities offered are not taken up by
shareholders exercising their pre-emptive rights, as
provided for above, the Board of Directors may offer
all or some of the remaining securities for subscription
by the public.
That if any issue decided in application of the pre-
sent resolution is oversubscribed, the number of
shares to be issued may be increased in accordance
with article L.225-135-1 of the Commercial Code, pro-
vided that the 500 million ceiling is not exceeded.
To authorize the Board of Directors to increase the
Company's issued share capital, during the period of
twenty-six months, on one or several occasions by
issuing bonus shares or raising the par value of exist-
ing shares to be paid up by capitalizing reserves,
earnings, additional paid-in capital or other legally
acceptable items in accordance with the bylaws.
Annual and Extraordinary Shareholders' Meeting of May 12, 2005