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the amounts thereof, to take the necessary action to protect the rights of

existing holders of share equivalents, to deduct from the issue proceeds the

amounts necessary to increase the legal reserve to 10% of the new capital,

to take all appropriate measures to permit the execution of the operation, to

carry out all actions and formalities required to effect the capital increase(s)

and to amend the bylaws to refl ect the new capital.

This authorization is given for a period of fourteen months.

SIXTEENTH RESOLUTION

Authorization to increase the size of issues of shares and share

equivalents with or without pre-emptive subscription rights

Subject to adoption of the thirteenth and fourteenth resolutions, the

Extraordinary General Meeting, having considered the report of the Board

of Directors and the Auditors’ special report, resolves, in accordance with

Article L. 225-135-1 of the Commercial Code, to give the Board of Directors

a fourteen-month authorization to increase the number of shares and share

equivalents issued with or without pre-emptive subscription rights pursuant

to the thirteenth and fourteenth resolutions, within the blanket limit prescribed

in the seventeenth resolution. The additional shares or share equivalents

must be offered within thirty days of the close of the original subscription

period and at the same price as for the original issue. They shall not represent

more than 15% of the original issue provided for under the applicable laws

and regulations.

SEVENTEENTH RESOLUTION

Blanket ceiling on fi nancial authorizations

The Extraordinary General Meeting, having considered the report of the Board

of Directors, resolves, pursuant to the adoption of the above resolutions

to set at €40,000,000 the maximum aggregate par value of shares to be

issued directly or on conversion, exchange, redemption or exercise of share

equivalents pursuant to the above authorizations, provided that said ceiling

shall not include the par value of any additional shares to be issued to protect

the rights of existing holders of share equivalents as required by law.

Consequently, the value of each issue carried out under any of the above

authorizations shall be deducted from this ceiling.

EIGHTEENTH RESOLUTION

Authorization to carry out an employee share issue

The Extraordinary General Meeting, having considered the report of the Board

of Directors and the Auditors’ special report, resolves, in accordance with

Articles L. 225-129 to L. 225-129-6 and L. 225-138-1 of the Commercial Code

and Articles L. 443-1 et seq. of the Labor Code:

to authorize the Board of Directors to issue shares and share equivalents,

on one or several occasions at its discretion, including in separate tranches,

for subscription by members of an employee stock ownership plan set

up for this purpose. The aggregate par value of shares issued directly

or indirectly, on conversion, exchange, redemption or exercise of share

equivalents, pursuant to this authorization, shall not exceed €510,000.

These powers may be delegated to any legally authorized person;

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