APC 2006 Annual Report Download - page 188

Annual and Extraordinary Shareholders’ Meeting of April 26, 2007
The maximum number of shares that may be
acquired pursuant to this authorization may not exceed
10 percent of the issued share capital as of the date of
this Meeting (representing 22,769,834 shares on the
basis of the number of shares outstanding at the last
official count on December 31, 2006).
The maximum purchase price is set at 130. How-
ever, 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 deter-
mined in accordance with the provisions of the law
governing stock options.
Share purchases may not exceed an aggregate
maximum amount of 2,960,078,420.
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 approved
by shareholders at the Annual Meeting of May 3,
2006.
The Management Board may adjust the maximum
and/or 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 generally, 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 num-
ber of shares outstanding before and after the trans-
action.
This authorization will expire at the end of a period of
eighteen months from the date of this Meeting.
Resolutions to be voted on
in Extraordinary Meeting
Seventh resolution
(Amendment of the bylaws to provide for the
election to the Supervisory Board of a
representative of employee shareholders, in
accordance with article L.225-71 of the French
Commercial Code)
The General Meeting, acting with the quorum and
majority required for extraordinary General Meetings,
having heard the report of the Management Board,
resolves to amend the Company’s bylaws as follows,
in accordance with article 32 of the French Act of
December 30, 2006 on the development of employee
stock ownership. Addition of the following provisions
to article 11:
« c) The Supervisory Board shall include one member
representing employee shareholders, who shall be
elected by the shareholders in General Meeting
according to a process determined by the Supervisory
Board.
If, however, employees of the Company and of related
companies (within the meaning of article L.225-180 of
the French Commercial Code) hold over 3% of the
Company’s capital – as evidenced by the disclosures
made in the annual report drawn up by the Manage-
ment Board in application of article L.225-102 of the
French Commercial Code – said Supervisory Board
member shall be elected for a four-year term by the
General Meeting voting on a motion tabled by the
shareholders referred to in article L.225-102 of the
French Commercial Code on the basis defined in para-
graphs (i) to (iii) below.
(i) The Supervisory Board member representing
employee shareholders shall take up his or her seat on
the Supervisory Board on the date of his or her elec-
tion by the General Meeting. Where applicable, he or
she shall replace the incumbent member elected on
the basis decided by the Supervisory Board, whose
term shall be considered as having expired. His or her
term shall end at the close of the annual General
Meeting called during the final year of the period for
which he or she was elected. However, his or her term
shall end ipso jure and he or she will be considered as
having resigned in the following cases:
- If he or she is no longer i) an employee of the Com-
pany or a related company within the meaning of arti-
cle L.225-180 of the French Commercial Code, ii) a
shareholder or a holder of units in a mutual fund invest-
ed in the Company’s shares, iii) a member of the
supervisory board of the mutual fund that proposed
him or her as a candidate, or
- If employees of the Company and of related compa-
nies within the meaning of article L.225-180 of the
French Commercial Code hold less than 3% of the
Company’s capital – as evidenced by the disclosures
made in the annual report drawn up by the Manage-
ment Board in application of article L.225-102 of the
French Commercial Code.
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