APC 2007 Annual Report Download - page 184

Seventeenth resolution
(Authorization to trade in the Company's shares –
maximum purchase price:
€ 130)
The General Meeting, acting with the quorum and major-
ity required for ordinary General Meetings, having heard
the report of the Management Board drawn up in accor-
dance with article L.225-209 of the French Commercial
Code, authorizes the Management Board, in accordance
with article L.225-209 of the French Commercial Code, to
buy back Company shares in order to reduce the capital,
or in connection with stock option plans, or plans to grant
shares without consideration, or to permit the conversion
of convertible debt securities, or to finance an acquisition,
or for the purpose of market making under a liquidity
agreement.
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 24,529,936 shares on the basis of the num-
ber of shares outstanding at the last official count on De-
cember 31, 2007).
The maximum purchase price is set at 130. However,
if all or some of the shares acquired pursuant to this au-
thorization 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 determined in accordance with the pro-
visions of the law governing stock options.
Share purchases may not exceed an aggregate maxi-
mum amount of 3,188,891,680.
The shares may be acquired, sold or otherwise trans-
ferred by any appropriate method, and in compliance with
current legislation, on the market or over the counter, in-
cluding through block purchases or sales, the use of all
forms of derivatives traded on a regulated market or over
the counter, or the use of put or call options including com-
bined puts and calls.
Shares acquired may also be canceled, subject to com-
pliance with the provisions of articles L.225-204 and
L.225-205 of the French Commercial Code and in accor-
dance with the nineteenth resolution tabled at this Annual
Meeting.
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 earn-
ings, 2) a stock split or reverse stock split, or 3) more gen-
erally, any transaction affecting equity, to account for the
impact of such transactions on the share price. The ad-
justment will be determined by multiplying the price by the
ratio between the number of shares outstanding before
and after the transaction.
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
Eighteenth resolution
(Amendment of the bylaws concerning attendance
and voting at shareholders’ meetings)
The General Meeting, acting with the quorum and major-
ity required for ordinary General Meetings and having
heard the report of the Management Board, resolves to
amend article 23 of the Company’s bylaws concerning at-
tendance and voting procedures at shareholders’ meetings
in line with new regulations in the French Commercial
Code. Consequently, paragraphs 3 to 5 of article 23, cur-
rently written as follows:
"Attendance and exercise of voting rights at both Ordinary
and Extraordinary General Meetings are subject to certain
conditions:
Holders of registered shares must have such shares
recorded in the Company’s share register.
Holders of bearer shares must file at the address spec-
ified in the notice of meeting a certificate issued by the
bank or broker that manages their securities account stat-
ing that the shares will not be sold in the period up to the
date of the Meeting. Where appropriate, such shareholders
must also provide proof of their identity in accordance with
the applicable law and regulations.
These formalities must be completed five clear days be-
fore the date of the Meeting. However, the Management
Board may reduce such period and may accept documents
filed outside the applicable period.
When the decision is made to call a General Meeting, the
Management Board may also decide to allow shareholders
to participate or vote at General Meetings using videocon-
ferencing facilities and/or any other telecommunication
medium allowed under the applicable legislation."
Shall be replaced by the following:
"All shareholders may attend personally or be represented
at General Meetings after providing proof of their identity
and share ownership in accordance with the applicable
law and regulations.
When the decision is made to call a General Meeting, the
Management Board may also decide to allow sharehold-
ers to participate or vote at General Meetings using video-
conferencing facilities and/or any other telecommunication
medium allowed under the applicable legislation.
Remote voting procedures are governed by the applicable
laws and regulations. In particular, shareholders may send
proxy and postal voting forms before General Meetings ei-
ther in paper form or, if approved by the Management
Board and stated in the Meeting Announcement and/or
Notice, electronically.
When the decision is made to call a General Meeting, the
Management Board may authorize shareholders to fill out
and sign these forms electronically through a secure site
set up by the General Meeting organizer using a process
that complies with article 1316-4, paragraph 2, line 1 of
the French Civil Code, for example by entering an ID and
a password.
Proxies or votes submitted electronically before the Gen-
eral Meeting, as well as the related acknowledgements of
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