APC 2007 Annual Report Download - page 177

7
Annual and Extraordinary Shareholders' Meeting of April 21, 2008
175
chase shares on employees’ behalf. The 2007 worldwide
employee stock purchase program offered a choice be-
tween a nonleveraged and a leveraged plan (x 10), both of
which offered shares at a discount of 15%. The program
was a resounding success; 24,200 employees in the 12
countries where the program was offered subscribed 1% of
the issued capital.
At its meeting on December 19, 2007, the Supervisory
Board authorized the Management Board to issue new
shares to members of the Employee Stock Purchase Plan
during 2008, within a limit of 2 million shares (0.8% of the
Company's issued capital). This program, which will in-
clude a nonleveraged and a leveraged plan with a 15% dis-
count, will be offered in 17 countries.
In addition, as the authorization to issue shares to entities
set up to purchase shares of the Company on behalf of
non-French employees will expire in 2008, we ask you to
renew it under the following conditions. The shares issued
under the authorization will not exceed 0.5% of the capi-
tal. They will be deducted from the ceiling of 5% of the
capital set for the issuance of shares to employees who
are members of the Employee Stock Purchase Plan. At
the discretion of the Management Board, the issue price
will be equal to either (i) the closing price of the Com-
pany’s shares quoted on the trading day preceding the de-
cision of the Management Board setting the issue price, or
(ii) the average of the opening prices quoted for the Com-
pany's shares over the twenty trading days preceding the
decision of the Management Board setting the issue price.
The Management Board may apply a maximum discount
of 20% to the reference price. The discount will be deter-
mined by the Management Board taking into considera-
tion any specific foreign legal, regulatory or tax provisions
that may apply to any beneficiary governed by foreign law.
This authorization, which will cancel and replace the un-
used portion of the existing authorization effective June 30,
2008, is being sought for a period of eighteen months.
Under the "NRE" Act, if a company asks shareholders for
an authorization to issue shares, a separate resolution
must be tabled at the meeting covering the issuance of
shares to employees who are members of an employee
stock purchase plan. We are therefore asking for the early
renewal of the authorization given in April 2007.
The Management Board would have full powers to carry
out employee share issues up to the equivalent of 5% of
the Company's capital. Under the new authorization, the
maximum discount at which the shares could be offered is
set at 20%.
This authorization, which will cancel and replace the un-
used portion of the existing authorization effective June 30,
2008, is being sought for a period of five years.
Lastly, the twenty-second resolution concerns powers to
carry out formalities.
Supervisory Board’s comments on
the Management Board's report, made in accordance with
article L.225-68 of the French Commercial Code
The Supervisory Board would like to take this opportunity
to express its satisfaction in its relationship with the Man-
agement Board and in the quality of the Management
Board’s work. This quality is reflected in the financial state-
ments for the year ended December 31, 2007 and the
events described in the management review. The Supervi-
sory Board is pleased to see organic growth reach a new
record of 13.9%. It also salutes the quality of the Group’s
results as reflected in an unprecedented EBITA margin of
14.8%, ROCE of 11% and a remarkable 38% increase in
free cash flow. The Supervisory Board recommends that
shareholders approve the resolutions tabled and approved
by the Management Board.