APC 2006 Annual Report Download - page 190

Annual and Extraordinary Shareholders’ Meeting of April 26, 2007
Ninth 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 subscription rights)
The General Meeting, acting with the quorum and
majority required for extraordinary General Meetings
and having heard the report of the Management Board
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 Management Board, directly or
through a representative, 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 convertible,
redeemable, exchangeable or otherwise exercisable
for shares, at any time or on fixed dates. The securi-
ties may be denominated in euros or in any other cur-
rency 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 author-
ized in the 10th and 12th 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 Management Board may offer
all or some of the remaining securities for subscription
by the public, in accordance with article L.225-134 of
the French Commercial Code.
That this authorization automatically entails the waiv-
er by shareholders of their pre-emptive right to sub-
scribe any common shares issued on redemption,
conversion, exchange or exercise of share equivalents
issued in application of this resolution.
To authorize the Management Board to increase the
Company’s issued share capital on one or several
occasions over a period of twenty-six months by issu-
ing bonus shares or raising the par value of existing
shares to be paid up by capitalizing reserves, earn-
ings, additional paid-in capital or other legally accept-
able items in accordance with the bylaws.
That the aggregate capital increases that may be
carried out by issuing bonus shares or raising the par
value of existing shares, combined with any additional
increases to protect the rights of holders of share
equivalents in accordance with the law, may not
exceed the sum of retained earnings, additional paid-
in capital and earnings before the capital increase.
That the Management Board has full powers to
implement this authorization.
That this authorization cancels and replaces the
unused portion of all similar authorizations given at
previous General Meetings.
Tenth resolution
(Authorization to increase the capital by a
maximum of
€ 300 million by issuing common
shares or other share equivalents, in all cases
without pre-emptive subscription rights)
The General Meeting, acting with the quorum and
majority required for extraordinary General Meetings
and having heard the report of the Management
Board and the Auditors’ special report, resolves, in
accordance with articles L.225-129-2, L.225-135,
L.225-136, L.228-92 and L.228-93 of the Commercial
Code:
To authorize the Management Board, directly or
through a representative, 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 convertible,
redeemable, exchangeable or otherwise exercisable
for common shares in the Company or in any other
company in which it holds more than half of the
issued capital either directly or indirectly, 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. In
accordance with article L.228-93 of the French Com-
mercial Code, this authorization may be used to issue
shares of the Company on conversion, redemption,
exchange or exercise of share equivalents issued by
companies in which the Company holds more than half
of the issued capital either directly or indirectly.
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
300 million and that the ceilings set in this resolution
and the ninth resolution are not cumulative.
The 300 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 and that the ceilings set in this resolution and the
ninth resolution are not cumulative.
That holders of existing shares will not have a pre-
emptive right to subscribe any securities issued, as
allowed under current legislation; however, the Man-
agement Board may grant shareholders a non-trans-
ferable priority subscription right in accordance with
article L.225-135 of the Commercial Code.
That the amount received by the Company for each
share issued – including where applicable the issue
price of any stand-alone warrants – shall be at least
equal to the minimum price called for by the laws
and/or regulations applicable on the date of issue,
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