18th resolution  [ Return towards  Draft resolutions  ]

The Combined Shareholders’ Meeting of May 10, 2006 had authorized the Board of Directors, for a 26 month period, to increase share capital, on one or more occasions, by capitalizing share premiums, reserves, profits or other in order to grant bonus shares to shareholders and/or to increase the par value of existing shares for a maximum amount of 250 million euros. This authorization was partly used in 2006, as the Company increased capital by capitalizing an amount of 123.0 million euros deducted from the “Additional paid-in capital” and “General reserve” headings, in order to create 11,180,106 new shares, allotted on a bonus basis to shareholders in the amount of one new share for ten old shares.

Under the 18^th resolution, the shareholders are asked to renew this authorization, which will enable the Company to allot one bonus share for ten old shares on June 9, 2008.

The total amount of share capital increases likely to be performed may not exceed 250 million euros, this limit being separate and independent from the limit provided for in the 16^th resolution and may not in any event whatsoever exceed the amount of the reserve, share premium or profit accounts referred to above which exist at the time of the capital increase.

For the 2008 bonus share allocation, given the regulatory deadlines, new shares will be granted to shareholders holding shares or having purchased shares until the evening of June 6, 2008.

In accordance with the Articles of Association, a 10% loyalty bonus shall be granted for shares which have been held in registered form since December 31, 2005, and which shall remain held in this form until June 6, 2008.

Delegation of authority for a 26 month period to increase share capital by capitalizing share premiums, reserves, profits or other in order to grant bonus shares to shareholders and/or to increase the par value of existing shares for a maximum amount of 250 million euros

The shareholders, deliberating according to the quorum and majority required for Ordinary Shareholders’ Meetings, after having reviewed the Board of Director’s report and in accordance with Articles L. 225-129-2 and L. 225-130 of the French Commercial Code:

• delegate to the Board of Directors, with the option of sub-delegation, the authority to decide one or more capital increases by capitalizing share premiums, reserves, profits or other amounts, whose capitalization will be possible under the law and the Articles of Association through an allotment of bonus shares to the shareholders and/or an increase in the par value of existing shares;
• the delegation thereby granted to the Board of Directors is valid for a period of 26 months starting from the date of this Shareholders’ Meeting;
• decide that the total amount of share capital increases likely to be performed may not exceed 250 million euros, this limit being separate and independent from the limit provided for in the 16^th resolution and may not in any event whatsoever exceed the amount of the reserve, share premium or profit accounts referred to above which exist at the time of the capital increase (it being specified that these amounts do not include additional shares to be issued, in accordance with applicable legal and regulatory provisions, and when relevant, contractual stipulations providing for other adjustments, to preserve the rights of holders of securities or other rights entitling access to share capital);
• decide that, should the Board of Directors use this delegation, in accordance with Article L. 225-130 of the French Commercial Code, fractional shares shall not be transferable and the corresponding securities shall be sold; the sums resulting from such sale shall be allocated to the holders of rights under the applicable regulatory conditions;
• take due note that this delegation strips any previous delegation, having the same purpose, of any legal effect whatsoever;
• grant full powers to the Board of Directors, with the option of sub-delegation under the conditions set by law, to implement this delegation and notably determine the issuance terms and conditions, deduct from one or more available reserve accounts the costs relating to the corresponding capital increase and if deemed appropriate, deduct all sums necessary to bring the legal reserve up to at least 10% of the new share capital after each issuance, take due note of the completion of all capital increases resulting therefrom and perform all necessary amendments to the Articles of Association.