APC 2013 Annual Report Download - page 314

8SHAREHOLDERS’ MEETING
RESOLUTIONS
FIFTH RESOLUTION EIGHTH RESOLUTION
(Approval of the agreements and regulated (Opinion on elements of the compensation due
obligations relating to the status of Mr or awarded in respect of the 2013 financial year
Jean-Pascal Tricoire) to Mr Emmanuel Babeau)
The Shareholders' Meeting, acting in accordance with the quorum The Shareholders' Meeting, consulted in application of the
and majority requirements for ordinary meetings, having heard the recommendation of paragraph 24.3 AFEP/MEDEF corporate
board of directors' report and the statutory auditors' special report governance guidelines of June 2013, which constitutes the code of
presented pursuant to the provisions of articleL.225-40 of the reference in application of Article L.225-37 of the French
French Commercial Code on agreements and obligations specified Commercial Code, acting in accordance with the quorum and
in articlesL.225-38 and L.225-42-1 of said Code, approves the majority requirements for ordinary meetings, hereby issues a
agreements and obligations presented in these reports relating to favorable opinion on the elements of compensation due or
the benefit plan for Mr Jean-Pascal Tricoire, as well as the awarded in respect of the 2013 financial year to MrEmmanuel
compensation and benefits due in case of the cessation of his Babeau as presented in the board of directors' report to the
duties. Shareholders' Meeting: “elements of the compensation due or
awarded in respect of the 2013 financial year to MrEmmanuel
SIXTH RESOLUTION
Babeau, Deputy Chief executive officer, subject to the opinion of
the Shareholders' Meeting : "Consultation of shareholders on the
(Approval of the agreements and regulated
individual compensation of executive directors
obligations relating to the status of Mr
NINTH RESOLUTION
Emmanuel Babeau)
(Nomination of a director: Ms Linda Knoll)
The Shareholders' Meeting, acting in accordance with the quorum
and majority requirements for ordinary meetings, having heard the The Shareholders’ Meeting, acting with the quorum and majority
board of directors' report and the statutory auditors' special report requirements for ordinary meetings, Ms Linda KNOLL to replace
presented pursuant to the provisions of articleL.225-40 of the Mr Serge WEINBERG, who did not want to have his mandate
French Commercial Code on agreements and obligations specified renewed, as a director for a period of four years, expiring at the
in articlesL.225-38 and L.225-42-1 of said Code, approves the close of the Shareholders’ Meeting in 2018 to review the financial
agreements and obligations presented in these reports relating to statements for the financial year ending December 31, 2017.
the benefit plan for Mr Emmanuel Babeau, as well as the
compensation and benefits due in case of the cessation of his
TENTH RESOLUTION
duties.
SEVENTH RESOLUTION
(Renewal of a directorship: Mr Noël Forgeard)
The Shareholders' Meeting, acting in accordance with the quorum
(Opinion on elements of the compensation due
and majority requirements for ordinary meetings, hereby resolves
or awarded in respect of the 2013 financial year
to re-elect MrNoël Forgeard for a term of 2 years, expiring at the
to Mr Jean-Pascal Tricoire)
close of the Shareholders' Meeting to be held in 2016 to review the
financial statements for the financial year ending December31,
The Shareholders' Meeting, consulted in application of the 2015.
recommendation of paragraph 24.3 AFEP/MEDEF corporate
ELEVENTH RESOLUTION
governance guidelines of June 2013, which constitutes the code of
reference in application of Article L.225-37 of the French
Commercial Code, acting in accordance with the quorum and
(Renewal of a directorship: Mr Willy Kissling)
majority requirements for ordinary meetings, hereby issues a
favorable opinion on the elements of compensation due or The Shareholders' Meeting, acting in accordance with the quorum
awarded in respect of the 2013 financial year to MrJean-Pascal and majority requirements for ordinary meetings, hereby resolves
Tricoire as presented in the board of directors' report to the to re-elect MrWilly Kissling for a term of 2 years, expiring at the
General Meeting: “elements of the compensation due or awarded close of the General Meeting to be held in 2016 to review the
in respect of the 2013 financial year to MrJean-Pascal Tricoire, financial statements for the financial year ending December31,
Chief executive officer, subject to the opinion of the Shareholders' 2015.
Meeting : "Consultation of shareholders on the individual
compensation of executive directors.
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