APC 2007 Annual Report Download - page 176

174
The candidate with the most votes from shareholders pres-
ent or represented at the General Meeting shall be elected
to the single seat on the Supervisory Board reserved for
a representative of employee shareholders under article
11-c of the bylaws.
The Management Board has approved the twelfth resolu-
tion, which calls for the election of Claude Briquet as mem-
ber of the Supervisory Board representing employee
shareholders. As a result, we recommend that sharehold-
ers approve the twelfth resolution and vote against the
eleventh, thirteenth, fourteenth, fifteenth and sixteenth res-
olutions.
Share buybacks
- seventeenth resolution -
We ask you to renew the authorization given to the Com-
pany by shareholders at the Annual Meeting of April 26,
2007 to buy back its shares by any appropriate method,
including through the use of derivatives, in accordance with
the provisions of article L.225-209 of the Commercial
Code.
The shares could be bought back to reduce the issued
capital, or in connection with stock option plans, or plans to
grant shares without consideration, or to permit the con-
version of convertible debt securities, or to finance an ac-
quisition, or for the purpose of market-making under a
liquidity agreement.
Shares bought back under this authorization may be can-
celed in accordance with the nineteenth resolution tabled
at today’s meeting.
Our report on the use of the authorization given by the An-
nual Meeting of April 26, 2007, prepared in accordance
with article L.225-209 of the Commercial Code, is pre-
sented on page 176.
You are asked to authorize the Company to buy back
shares representing at most 10% of the issued capital as
of the date of this Meeting (representing 24,529,936
shares on the basis of the number of shares outstanding at
the last official count on December 31, 2007). The maxi-
mum purchase price is set at 130.
Resolutions to be voted
on in Extraordinary Meeting
Amendment of the bylaws
concerning attendance and voting
procedures at shareholders'
meetings - eighteenth resolution -
Under the French Commercial Code, holders of both reg-
istered and bearer shares must place their shares on
record by midnight CET three days before the General
Meeting date to participate in the meeting.
The Commercial Code has also been modified to specify
the types of electronic signature that may be used in re-
mote voting at General Meetings. These include:
1/ A secure electronic signature with a legal presumption
of authenticity, requiring in particular a qualified electronic
certificate. This is a cumbersome and dissuasive system.
2/ Another process, to be described in the bylaws, that
complies with the terms of the French Civil Code, i.e., "a
reliable identification process that guarantees a relation-
ship with the underlying act", in this case with the proxy
statement. This process may consist of an ID and a pass-
word.
In light of the above, we recommend that shareholders
amend article 23 of the bylaws to reflect these new meth-
ods for attending and voting at shareholders’ meetings.
Authorization to cancel shares
purchased under the shareholder-
approved buyback program, within
the limit of 10% of the capital
- nineteenth resolution -
We ask you to give the Management Board full powers to
cancel shares representing up to 10% of the Company’s
capital within the next 24 months, in order to reduce the di-
lutive impact of the share issues carried out recently or to
be carried out, notably upon exercise of stock options or
employee share issues.
The Management Board did not use the authorization
granted by shareholders at the Annual Meeting of May 3,
2006 that has expired.
Issuance of shares to employees
- twentieth and
twenty-first resolutions
The Annual and Extraordinary Meetings of May 3, 2006
and April 26, 2007 authorized the Management Board to
issue shares to employees who are members of an Em-
ployee Stock Purchase Plan. In addition, the Meetings au-
thorized the Management Board to issue shares to entities
set up to purchase shares of the Company under programs
to promote employee stock ownership in certain foreign
countries whose local legislation is not wholly compatible
with the rules governing the Company’s existing plans.
In accordance with these authorizations:
The Management Board decided on May 31, 2007 to
issue shares to employees who are members of the Em-
ployee Stock Purchase Plan or to entities set up to pur-