APC 2006 Annual Report Download - page 191

regardless of whether the shares or share equivalents
rank pari passu with existing shares or share equiva-
lents.
That this authorization entails the waiver by share-
holders of their pre-emptive right to subscribe any
common shares issued on redemption, conversion,
exchange or exercise of share equivalents issued in
application of this resolution.
That the Management Board has full powers to
implement this authorization.
That this authorization cancels and replaces all sim-
ilar authorizations given at previous General Meetings.
Eleventh resolution
(Authorization to increase the number of
shares to be issued, with or without pre-emptive
subscription rights, if any issue decided in
application of the ninth or tenth resolutions is
oversubscribed)
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 article L.225-135-1 of the Commercial
Code:
To authorize the Management Board, directly or
through a representative, to increase, for each issue,
the number of common shares or securities to be
issued in application of the ninth or tenth resolutions as
provided for by law and within the ceilings set out in the
ninth and tenth resolutions.
That the Management Board has full powers to
implement this authorization.
Twelfth resolution
(Authorization to issue shares without
pre-emptive subscription rights in payment for
shares tendered to a public exchange offer
or for contributed assets)
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 that the
authorization given in the tenth resolution may be used
to issue shares in payment for shares of another com-
pany tendered to a public exchange offer governed by
article L.225-148 of the Commercial Code.
The General Meeting also gives the Management
Board a 26-month authorization to use the authoriza-
tion given in the tenth resolution to carry out one or
several share issues representing, in the aggregate, a
maximum of 10% of the Company's issued capital, in
payment for shares or share equivalents contributed to
the Company in transactions not governed by article
L.225-148, based on the values specified in the merg-
er auditors’ report.
In all cases, the amounts of any capital increases car-
ried out pursuant to this resolution and the ceilings set
in the ninth and tenth resolutions are not cumulative
The General Meeting notes that the Management
Board, directly or through a representative, has full
powers to carry out the transactions described in this
resolution and, in consequence, to increase the capital
and place the increase on record.
Thirteenth resolution
(Authorization given to the Management Board
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 Management Board
and the Auditors' special report, resolves, in accor-
dance with articles L.225-197-1 et seq. of the French
Commercial Code:
To authorize the Management Board to grant to offi-
cers and employees of the Company, as defined in
article L.225-197-1 of the French Commercial Code,
and its subsidiaries and affiliates, as defined in article
L.225-197-2 of said Code, on one or several occa-
sions, existing or new shares of the Company without
consideration.
That the Management Board shall draw up the list of
recipients of the grants, as well as the conditions and
criteria for making said grants.
That the total number of shares granted without con-
sideration under this resolution may not represent
more than 0.5% of the Company's issued capital as of
the date of this Meeting; furthermore, that the sum of
the shares that may be subscribed or purchased on
exercise of options granted under the twenty-fourth
resolution approved by the General Meeting of May 3,
2006 and the shares that may be granted without con-
sideration under this resolution may not represent
more than 3% of the Company's capital.
That rights to said shares shall vest after a period set
by the Management Board, conditional on the achieve-
ment of the operating margin and revenue targets set
by the Management Board. The Management Board
shall set the vesting and lock-up periods for the shares
granted without consideration in accordance with arti-
cle L.225-197-1 of the French Commercial Code. This
may include, for all or some of the shares granted, a
vesting period of no less than four years with no lock-
up period, or, for the remaining shares, a vesting peri-
od of no less than two years with a lock up period of
two years.
That notwithstanding the foregoing, the said shares
shall vest and be available for sale immediately if the
grantee is declared disabled, as defined in article
L.225-197-1 of the French Commercial Code.
To authorize the Management Board to adjust the
number of shares in the case of any corporate actions,
in order to prevent any dilution of beneficiaries’ rights.
That holders of existing shares shall waive their pre-
emptive right to subscribe the shares issued for the
purpose of being granted without consideration. Such
a share issue would be carried out solely when the
said shares vest.
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