APC 2005 Annual Report Download - page 153

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The maximum number of shares that may be
acquired pursuant to this authorization may not exceed
10 percent of the issued share capital, representing
22,661,922 shares as of the date of this Meeting.
The maximum purchase price is set at 120 and the
minimum selling price at 60. However, 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 French Commercial Code, the selling price of the
shares in question will be determined in accordance
with the provisions of the law governing stock options.
Share purchases may not exceed an aggregate
maximum amount of 2,719,439,040.
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 forms of derivatives traded on a regulat-
ed market or over the counter, or the use of put or call
options including combined puts and calls.
Shares acquired may also be canceled, subject to
compliance with the provisions of articles L.225-204
and L.225-205 of the French Commercial Code and in
accordance with the twenty-third resolution below.
The Board of Directors – or, subject to approval of
the seventh resolution of this Meeting, the Manage-
ment Board – may adjust the maximum and minimum
prices set above in the following cases: 1) an issue of
bonus shares or increase in the par value of existing
shares paid up by capitalizing reserves or earnings, 2)
a stock split or reverse stock split, or 3) more general-
ly, any transaction affecting equity, to account for the
impact of such transactions on the share price. The
adjustment will be determined by multiplying the price
by the ratio between the number of shares outstand-
ing before and after the transaction.
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
Seventh resolution
(Change in the Company’s corporate governance
structure: adoption of a two-tier structure with
a Management Board and a Supervisory Board)
The General Meeting, acting with the quorum and
majority required for extraordinary General Meetings,
and having heard the report of the Board of Directors,
resolves, in accordance with article L.225-57 of the
French Commercial Code, to change the Company’s
corporate governance structure by adopting, as from
the date of this Meeting, a two-tier structure with a
Management Board and a Supervisory Board as gov-
erned by articles L.225-57 to L.225-93 of the French
Commercial Code.
The General Meeting therefore resolves to amend the
bylaws as follows:
I. a) Article 1, paragraph 1 shall be amended
to read as follows: The Company is a French joint
stock company
(société anonyme) with a
Management Board and a Supervisory Board.
b) In article 2, paragraph 2, the words
"Board of Directors" shall be replaced by
"Supervisory Board".
c) In article 2, paragraph 3, as well as in articles 5,
10, 24 and 26, the words "Board of Directors"
shall be replaced by "Management Board".
II. Articles 19 to 23 will become articles 24 to 28.
III. Articles 11 to 18 will be replaced by the following
provisions (articles 11 to 23):
" SECTION III - Corporate governance
Article 11 - Composition of
the Supervisory Board
a) The Supervisory Board shall have at least three and
no more than eighteen members, who shall be individ-
uals. In the event of a merger this number may be
increased in accordance with the conditions set down
by law.
Members of the Supervisory Board shall each hold at
least 250 of the Company’s shares throughout their
term of office.
b) Supervisory Board members shall be elected for
renewable terms of four years. As an exception to this
rule, the terms of office of half of the members of the
first Supervisory Board (rounded down to the nearest
whole number where appropriate) shall be two years.
If all the members of the Supervisory Board are re-
elected at the same time, the terms of office of half of
the members (rounded down to the nearest whole
number where appropriate) shall expire after two
years and the terms of office of the remaining mem-
bers shall expire after four years. The members to be
given four-year terms shall be decided by the drawing
of lots at a Board meeting.
The terms of office of Supervisory Board members
shall expire at the close of the Annual Shareholders'
Meeting called to approve the financial statements of
the previous year and held during the year in which
said terms are due to expire.
The age limit for membership of the Supervisory
Board shall be seventy-four years.
If a candidate for election or re-election to the Super-
visory Board would reach the age of seventy-four
before the expiry of the normal term of Supervisory
Board members, his or her term shall be limited to the
period between the date of election and the Annual
Shareholders’ Meeting held in the year during which
the Supervisory Board member reaches his or her
seventy-fourth birthday.
Annual and Extraordinary Shareholders’ Meeting of May 3, 2006