AGENDA AND RESOLUTIONS OF THE ORDINARY AND EXTRAORDINARY GENERAL MEETING OF 8 DECEMBER 2011 AGENDA
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1 FONCIERE PARIS FRANCE A French limited liability company (société anonyme) with capital of 86,997,900 Registered office: 52, rue de la Bienfaisance, Paris Registration No.: RCS Paris AGENDA AND RESOLUTIONS OF THE ORDINARY AND EXTRAORDINARY GENERAL MEETING OF 8 DECEMBER 2011 Ordinary matters 1. Statutory Auditors Special Reports AGENDA 2. Continued repurchases under the existing share buyback programme authorised by the seventh resolution of the general meeting of 23 March 2011 (first resolution) 3. Approval of the commitments under Article L of the French Commercial Code made to Mr. Jean-Paul Dumortier, and of the Special Report of the Statutory Auditors (second resolution) 4. Approval of the commitments under Article L.L of the French Commercial Code made to Mr. Didier Brethes, and of the Special Report of the Statutory Auditors (third resolution) 5. Approval of the commitments under Article L of the French Commercial Code made to Mr. Patrick Beghin, and of the Special Report of the Statutory Auditors (fourth resolution) Extraordinary matters 6. Management report of the Board of Directors 7. Statutory Auditors report 8. Delegation of powers to be granted to the Board of Directors to issue and allocate shareholder warrants (bons d offre) free of charge (fifth resolution) 9. Capital reduction in a maximum nominal amount of 22,500,000 euros effected by repurchase of the Company s own shares, followed by cancellation of the repurchased shares; and grant of authorisation to the Board of Directors to tender a public buyback offer to all shareholders, to reduce the Company s share capital, and then to establish the definitive amount of the capital reduction (sixth resolution) 10. Proxies (seventh resolution)
2 RESOLUTIONS PUT TO THE ANNUAL GENERAL MEETING FIRST RESOLUTION Continued repurchases under the existing share buyback programme acknowledge that the share buyback programme was authorised by the Ordinary general meeting held on 23 March 2011; take note that, during the Board of Directors meeting of 12 September 2011, the directors resolved, as part of a strategic plan, to implement the delegation granted during said meeting and authorised the Company to enter into any agreement to that effect, subject to a limit of twelve million euros ( 12,000,000); take note that the maximum repurchase price was set at 105, with the option of raising it to 110, subject to a new decision by the Board of Directors; take note that, the repurchase transactions carried out are consistent with the objectives identified under the terms of the seventh resolution of the above-referenced general meeting of shareholders on 23 March 2011, informs that the buyback programme, which was decided independently of the public offer now pending, is being implemented in the Company s interest; authorise the Company, if necessary, to immediately resume implementation of the buyback programme and to give any and all instructions to that effect, even if there is a public offer for the Company s securities, including the tender offer pending as of the date of this document; resolve to raise the maximum price for repurchase of the Company s shares to 117; take note that this increase in the maximum share repurchase price complies with the provisions of Article L III of the French SECOND RESOLUTION Jean-Paul Dumortier, and of the Special Report of the Statutory Auditors acknowledge that the legally required Special Report on the commitments made to Mr. Jean-Paul Dumortier, which are subject to Article L of the French Commercial Code, has been read to 2
3 THIRD RESOLUTION Didier Brethes, and of the Special Report of the Statutory Auditors acknowledge that the legally required Special Report on the commitments made to Mr. Didier Brethes, which are subject to Article L of the French Commercial Code, has been read to FOURTH RESOLUTION Patrick Beghin, and of the Special Report of the Statutory Auditors acknowledge that the legally required Special Report on the commitments made to Mr. Patrick Beghin, which are subject to Article L of the French Commercial Code, has been read to TEXT OF RESOLUTIONS PUT TO THE EXTRAORDINARY GENERAL MEETING FIFTH RESOLUTION Delegation of powers to be granted to the Board of Directors to issue and allocate shareholder warrants (bons d offre) free of charge The shareholders, voting pursuant to the quorum and majority requirements of ordinary shareholders and having reviewed the report of the Board of Directors and the Statutory Auditors Special Report: - acknowledge that this resolution complies with the provisions of Article L I of the - delegate full powers to the Board of Directors (i) to proceed, on one or more occasions, to issue shareholder warrants (bons) governed by the requirements of Articles L II and L of the French Commercial Code and to allocate those warrants free of charge to all 3
4 Company shareholders who are shareholders of record prior to the expiry of the public tender offer period, which warrants shall give each shareholder the right to subscribe for one or more ordinary shares of the Company on preferential terms, ( ii) to set the subscription terms (including the exercise conditions and exercise price for the shareholder warrants), and generally (iii) to take any steps necessary to preserve the rights of the holders of securities granting access to the Company s capital, in accordance with the conditions set by law and, as appropriate, with the indentures governing those securities; - resolve that the maximum nominal amount of the capital increase that may be effected through the exercise of those shareholder warrants is set at thirty-five million euros ( 35,000,000) and that the maximum number of shareholder warrants that can be issued may not exceed the number of shares that make up the Company s share capital at the time that the warrants are issued; - resolve that this delegation may be used only during a public tender offer for the Company s shares (including the current tender offer following the filing by PHRV of its public tender offer for the Company s shares and for the subordinated bonds redeemable in shares (OSRA) and equity warrants (BSA) issued by the Company); - resolve that the Board of Directors shall have full powers to implement this delegation in accordance with the conditions set by law and generally to carry out all formalities required by law; - resolve that this delegation shall be valid for a period of eighteen (18) months from the date of this meeting. SIXTH RESOLUTION Capital reduction in a maximum nominal amount of twenty-two million five hundred thousand euros ( 22,500,000) effected by repurchase of the Company s own shares followed by cancellation of the repurchased shares; and grant of authorisation to the Board of Directors to tender a public buyback offer to all shareholders, to reduce the Company s share capital, and then to establish the definitive amount of the capital reduction The shareholders, voting pursuant to the quorum and majority requirements of extraordinary general and in accordance with the provisions of Articles L and L of the French Commercial Code, and, having read the report of the Board of Directors and the Statutory Auditors' Special Report: - acknowledge that this resolution complies with the provisions of Article L I of the - resolve to reduce the Company s share capital, which reduction shall in principle be considered final except in the event (i) that the Board of Directors has made use of the delegation granted to it under the fifth resolution during the current public tender offer following the filing by PHRV of its public tender offer for the Company s shares and for the subordinated bonds redeemable in shares (OSRA) and equity warrants (BSA) issued by the Company and (ii) that the current public tender offer has not been withdrawn or/and the initiator thereof has not been authorised by the Autorité des Marchés Financiers (AMF) to abandon its tender offer for whatever reason; - authorise therefore the Board of Directors to have the Company repurchase a maximum of four hundred and fifty thousand (450,000) of its own shares with a view to cancelling them, 4
5 thereby reducing the Company s share capital by a maximum nominal amount of twenty-two million five hundred thousand euros ( 22,500,000); - authorise therefore the Board of Directors of the Company to tender a buyback offer to all shareholders, under which the Company would repurchase a maximum of four hundred fifty thousand (450,000) of its own shares under a public share buyback tender offer, which will be filed as soon as possible after the pending offer period, implemented in accordance with the law, and more generally to take any related action, in particular with respect to France's Financial Markets Authority (AMF); - set the repurchase price for each share acquired from the shareholders under this share buyback offer at 117, or a maximum of 52,650,000 for the operation; - resolve that the repurchased shares will be cancelled along with all of the rights attaching to them, including the right to earnings for the current financial year, on the day of repurchase. In addition, the general meeting grants the Board of Directors full authority, with the right of delegation as allowed by law, with a view to effecting the abovementioned capital reduction, and in particular: - to establish the definitive amount of the capital reduction based on the outcome of the share buyback offer; to reduce, proportionately for each selling shareholder, the number of shares tendered in excess of the maximum amount of capital reduction; and to reduce the capital in proportion to the purchased shares, pursuant to the provisions of Article R of the - to allocate the difference between the repurchase value of the shares acquired under the public share buyback tender offer and the par value of the cancelled shares (subject to any adjustments required to preserve the rights of holders of securities or other rights granting access to the Company s capital) to the line item issue, merger or contribution premium or to statutory or optional reserves or more generally to any reserves available for the Company s use; - in the event of opposition by creditors, to take any appropriate measures, provide any collateral and comply with any court decision ordering provision of guarantee instruments or repayment of debts; - amend the articles the Articles of Association accordingly ; - and in general to do anything that may be required, to take any necessary steps, and to effect any and all formalities desirable in carrying out the authorisation granted by this resolution. SEVENTH RESOLUTION Proxies The shareholders meeting grants full powers to the bearer of a copy or an extract of the minutes to this meeting to carry out all formalities required by law. * * * 5
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