APC 2004 Annual Report Download - page 145

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The Board of Directors is specifically authorized to
reduce the above discount, within legal and regulato-
ry limits.
That in the case of an issue of share equivalents,
the characteristics of these securities will be deter-
mined by the Board of Directors in accordance with
the applicable regulations.
That shareholders shall waive their pre-emptive
right to subscribe the share equivalents to be issued
under this authorization as well as the shares issued
directly or indirectly on redemption, conversion,
exchange or exercise of share equivalents, together
with any rights to the shares or share equivalents
attributed in application of this resolution.
That the Board of Directors shall have full powers to
use this authorization, including the powers of dele-
gation provided for by law, subject to the limits and
conditions described above. In particular, the Board of
Directors shall have full powers to:
- decide the characteristics of the securities to be
issued, the amounts of the issues, the issue price, the
subscription date or period, the terms and conditions
of subscription, payment and delivery of the securi-
ties, as well as the cum-dividend or cum-interest date,
subject to compliance with the applicable laws and
regulations;
- place on record the capital increases corresponding
to the aggregate par value of the shares subscribed
directly or on redemption, conversion, exchange or
exercise of share equivalents;
- at its sole discretion, charge the share issue costs to
the related premiums and credit all or part of the
remaining premiums to the legal reserve as needed in
order to raise this reserve to one-tenth of the new
capital stock after each increase;
- enter into any and all agreements, carry out any and
all operations and formalities, directly or through a
representative, including the formalities related to the
capital increase and the corresponding amendment
of the bylaws, and generally do whatever is neces-
sary.
- generally, enter into any and all underwriting or other
agreements, take any and all measures and perform
any and all formalities related to the issue, quotation
and servicing of the securities issued under this
authorization and the exercise of the related rights.
That this authorization cancels and replaces, with
immediate effect, the unused portion of all earlier
authorizations given to the Board of Directors to issue
shares to members of Employee Stock Purchase
Plans without pre-emptive subscription rights for
existing shareholders.
Fifteenth resolution
(Authorization given to the Board of Directors to grant
shares without consideration to officers and employees
of the Company and its subsidiaries and affiliates)
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.225-197-1 et seq. of the
Commercial Code:
To authorize the Board of Directors to grant to offi-
cers and employees of the Company, as defined in
article L.225-197-1 of the Commercial Code, and its
subsidiaries and affiliates, as defined in article L.225-
197-2, on one or several occasions, existing or new
shares of the Company without consideration.
That the Board of Directors may determine the
recipients and the conditions and criteria for making
said grants.
That the total number of shares granted without
consideration under this resolution may not represent
more than 2% of the Company's capital as of this
Meeting, furthermore, the total numbers of shares
that may be subscribed or purchased on the exercice
of options granted under the 19th resolution approved
by shareholders at the Annual Meeting of May 6, 2004
and of shares that may be granted without considra-
tion under this resolution may not represent more
than 3% of the Company's capital, and that rights to
said shares shall vest after a period of no less than
two years, to be followed by a lock-up period of two
years from the vesting date. The Board of Directors
may extend the vesting period or the lock-up period at
its discretion.
To authorize the Board of Directors to adjust the num-
ber of shares in the case of any corporate actions, in
order to prevent any dilution of recipients' rights.
That new shares granted to employees and officers
without consideration will be paid up by capitalizing
retained earnings, income or additional paid-in capi-
tal; consequently, shareholders automatically waive
their right to the portion of retained earnings, income
or additional paid-in capital that may be capitalized to
pay up any new shares issued under this resolution.
That this authorization is given for a period of
38 months from the date of this Meeting.
Shareholders give full powers to the Board of Directors
to carry out, directly or through a representative, any
and all formalities required to apply this authorization,
to adjust the number of shares to take into account the
effects of any corporate actions, to place on record the
capital increase or increases undertaken pursuant to
this authorization, amend the bylaws to reflect the new
capital and generally do everything necessary.
Sixteenth 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.
Annual and Extraordinary Shareholders' Meeting of May 12, 2005