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2008 Combined Annual Shareholders

2008, BOURBON Combined Sharedholder's Meeting, May 30th, 2008 Palais Brongniart, Place de la Bourse, Paris 2°


Agenda of the ordinary general meeting

  • directors’ report and group management report for the period closed on 31st December 2007 ;
  • chairman’s report as required by article L 225-37 of the French Commercial Code ;
  • special directors’ report on stock options, as required by article L 225-184 of the French Commercial Code ;
  • special directors’ report on allotment of bonus shares or stock dividend, as required by article L 225-197-4 of the French Commercial Code ;
  • external auditors’ report on the annual financial statements and consolidated accounts ;
  • special audit report on those agreements defined in articles L 225-38 et seq. of the French Commercial Code [transactions with connected persons] ;
  • audit report on the in-house supervisory procedures concerning financial reporting ;
  • discharge for directors ;
  • approval of financial statements and consolidated accounts for the financial year 2007 ;
  • net income appropriation – decision concerning distribution of dividend ;
  • setting of directors’ fees ;
  • approval of the appointment of a director ;
  • renewal of tenure for four directors ;
  • appointment of a director ;
  • renewal of tenure for a principal external auditor ;
  • renewal of tenure for a substitute external auditor ;
  • renewed authorization for a corporate buyback programme ;
  • powers for filing and formalities.

Agenda of the extraordinary general meeting

  • directors’ report ;
  • external auditors’ report ;
  • authorisation for the board of directors to grant stock subscription or purchase options ;
  • official incorporation, in the memorandum and articles of association, of a deliberation of the extra-ordinary general meeting on 23rd August 2004, doing away with double voting rights ; correlative amendment of article 11 of the articles of association ;
  • powers for filing and formalities.

Poll results on the ordinary general meeting resolutions

Total number of shares: 54 298 522
Total number of votes: 54 298 522

Shareholders present and represented

Present Proxies Powers to chairman Postal vote Total
Number of shareholders 176 4 566 194 940
Number of shares 20 367 771 4 066 6 075 265 8 691 979 35 139 081
Number of votes 20 367 771 4 066 6 075 265 8 691 979 35 139 081

Shareholders’ votes

Powers to chairman + postal vote Day of meeting Total
Number of voters 760 176 936
Number of votes 14 767 244 20 371 837 35 139 081

1st resolution: APPROVAL OF ANNUAL FINANCIAL STATEMENTS AND REPORTS FOR 2007

Resolution 1 Number of votes Percentage
Participated in vote 35 139 081
Did not participate in vote 0
Votes for 35 091 608 99,865%
Votes against 47 143 0,134%
Votes withheld 330 0,001%

2nd resolution: QUIETUS GRANTED TO DIRECTORS

Resolution 2 Number of votes Percentage
Participated in vote 35 139 081
Did not participate in vote 0
Votes for 34 867 182 99,226%
Votes against 271 558 0,773%
Votes withheld 341 0,001%

3rd resolution: NET INCOME APPROPRIATION
Net dividend of €1 per share

Resolution 3 Number of votes Percentage
Participated in vote 35 139 081
Did not participate in vote 0
Votes for 35 113 502 99,927%
Votes against 25 249 0,072%
Votes withheld 330 0,001%

4th resolution: DIVIDENDS DISTRIBUTED IN 2004, 2005 AND 2006

Resolution 4 Number of votes Percentage
Participated in vote 35 139 081
Did not participate in vote 0
Votes for 35 137 518 99,996%
Votes against 257 0,001%
Votes withheld 1 306 0,003%

5th resolution: APPROVAL OF CONSOLIDATED FINANCIAL STATEMENTS AND RELATED REPORTS

Resolution 5 Number of votes Percentage
Participated in vote 35 139 081
Did not participate in vote 0
Votes for 35 133 261 99,983%
Votes against 5 479 0,016%
Votes withheld 341 0,001%

6th resolution: APPROVAL OF TRANSACTIONS WITH CONNECTED PERSONS MENTIONED IN AUDITORS’ SPECIAL REPORT

Resolution 6 Number of votes Percentage
Participated in vote 35 032 241
Did not participate in vote 106 840
Votes for 33 611 461 95,944%
Votes against 1 419 003 4,051%
Votes withheld 1 777 0,005%

7th resolution: ANNUAL SUM OF DIRECTORS’ FEES SET at €200,000 for the financial year 2007 and subsequent financial years

Resolution 7 Number of votes Percentage
Participated in vote 35 139 081
Did not participate in vote 0
Votes for 35 131 235 99,978%
Votes against 6 849 0,019%
Votes withheld 997 0,003%

8th resolution: RATIFICATION OF MRS LAN VO’S CO-OPTION ONTO THE BOARD OF DIRECTORS

Resolution 8 Number of votes Percentage
Participated in vote 35 139 081
Did not participate in vote 0
Votes for 33 676 440 95,838%
Votes against 1 462 296 4,161%
Votes withheld 345 0,001%

9th resolution: RENEWAL OF MR CHRISTIAN MUNIER’S TERM OF OFFICE AS DIRECTOR

Resolution 9 Number of votes Percentage
Participated in vote 35 139 081
Did not participate in vote 0
Votes for 33 343 669 94,891%
Votes against 1 795 067 5,108%
Votes withheld 345 0,001%

10th resolution: RENEWAL OF MR GUY DUPONT’S TERM OF OFFICE AS DIRECTOR

Resolution 10 Number of votes Percentage
Participated in vote 35 139 081
Did not participate in vote 0
Votes for 33 746 737 96,038%
Votes against 1 391 999 3,961%
Votes withheld 345 0,001%

11th resolution: RENEWAL OF MR CHRISTIAN DE CHATEAUVIEUX’S TERM OF OFFICE AS DIRECTOR

Resolution 11 Number of votes Percentage
Participated in vote 35 139 081
Did not participate in vote 0
Votes for 33 789 021 96,158%
Votes against 1 349 715 3,841%
Votes withheld 345 0,001%

12th resolution: RENEWAL OF MR HENRI DE CHATEAUVIEUX’S TERM OF OFFICE AS DIRECTOR

Resolution 12 Number of votes Percentage
Participated in vote 35 139 081
Did not participate in vote 0
Votes for 33 789 021 96,158%
Votes against 1 349 715 3,841%
Votes withheld 345 0,001%

13th resolution: APPOINTMENT OF MR BAUDOUIN MONNOYEUR AS DIRECTOR

Resolution 13 Number of votes Percentage
Participated in vote 35 139 081
Did not participate in vote 0
Votes for 34 924 318 99,389%
Votes against 214 407 0,610%
Votes withheld 356 0,001%

14th resolution: RENEWAL OF TENURE OF THE FIRM DELOITTE & ASSOCIES AS PRINCIPAL EXTERNAL AUDITORS

Resolution 14 Number of votes Percentage
Participated in vote 35 139 081
Did not participate in vote 0
Votes for 35 137 877 99,997%
Votes against 565 0,002%
Votes withheld 639 0,001%

15th resolution: RENEWAL OF TENURE OF THE FIRM BEAS AS SUBSTITUTE EXTERNAL AUDITORS

Resolution 15 Number of votes Percentage
Participated in vote 35 139 081
Did not participate in vote 0
Votes for 34 786 868 98,998%
Votes against 351 456 1,000%
Votes withheld 757 0,002%

16th resolution: SHARE BUYBACK PROGRAMME
Authorization to acquire Company shares
Maximum repurchase price = €60
Number of shares acquired ≤10% of stated capital
Maximum sum authorized = €332 767 800

Resolution 16 Number of votes Percentage
Participated in vote 35 139 081
Did not participate in vote 0
Votes for 32 265 161 91,821%
Votes against 2 873 247 8,177%
Votes withheld 673 0,002%

17th resolution: POWERS FOR LEGAL FORMALITIES RELATING TO THE ORDINARY GENERAL MEETING

Resolution 17 Number of votes Percentage
Participated in vote 35 139 081
Did not participate in vote 0
Votes for 35 138 283 99,998%
Votes against 257 0,001%
Votes withheld 541 0,001%

Poll results on the extraordinary general meeting resolutions

Total number of shares: 54 298 522
Total number of votes: 54 298 522

Shareholders present and represented

Present Proxies Powers to chairman Postal vote Total
Number of shareholders 179 4 530 189 902
Number of shares 20 493 040 4 066 5 494 331 8 787 517 34 778 954
Number of votes 20 493 040 4 066 5 494 331 8 787 517 34 778 954

Shareholders’ votes

Powers to chairman + postal vote Day of meeting Total
Number of voters 719 179 898
Number of votes 14 281 848 20 497 106 34 778 954

18th resolution: AUTHORIZATION GIVEN TO BOARD TO GRANT A PROGRAMME OF STOCK SUBSCRIPTION OR PURCHASE OPTIONS

Resolution 18 Number of votes Percentage
Participated in vote 34 778 954
Did not participate in vote 0
Votes for 31 708 885 91,173%
Votes against 3 068 768 8,824%
Votes withheld 1 301 0,003%

19th resolution: AMENDMENT OF ARTICLE 11 OF THE MEMORANDUM AND ARTICLES OF ASSOCIATION CONCERNING RIGHTS AND OBLIGATIONS ATTACHED TO SHARES

Resolution 19 Number of votes Percentage
Participated in vote 34 778 954
Did not participate in vote 0
Votes for 34 773 193 99,983%
Votes against 3 374 0,010%
Votes withheld 2 387 0,007%

20th resolution: POWERS FOR LEGAL FORMALITIES RELATING TO THE EXTRAORDINARY GENERAL MEETING

Resolution 20 Number of votes Percentage
Participated in vote 34 778 954
Did not participate in vote 0
Votes for 34 778 189 99,998%
Votes against 55 0,000%
Votes withheld 710 0,002%