DYNA 2004-SOCIAUX_BS-GB-18/08

Transcription

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PARENT COMPANY ACCOUNTS
Dynaction SA management report
Balance sheet
Profit and loss statements
Notes to the annual accounts
Financial results of Dynaction SA for the last five years
Statutory Auditors’ Reports
Resolutions
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62
64
65
76
77
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Dynaction SA
management report
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Dynaction SA is the parent company of the Group and carries our
assignments in the general interest of the Group. Its role is one
of strategic coordination, financial control of its subsidiaries,
evaluation of opportunities for external growth and quest for
synergies.
SIGNIFICANT EVENTS
During the year, Dynaction:
• relocated its head office to Longjumeau, into the premises
already occupied by its subsidiary PCAS;
• modified shareholders’ equity by reducing its share capital
by EUR 9,232,509, by reducing the nominal share price from
EUR 8.75 to EUR 6.00 and by allocating the sum of the reduction
in share capital to reserves (to remain in compliance with article
L. 225.210, paragraph 3 of the French Commercial Code);
• cancelled the 61,434 treasury shares reserved for the first share
purchase option scheme and which had expired on 16 October
2004.
Share capital at 31 December 2004 stood at EUR 19,775,052 and
is divided among 3,295,842 shares.
Financial profit of EUR 968,000 was down 17%, principally due
to the drop in marketable securities.
Extraordinary income is largely due to the partial cancellation of
a dividend due to the creditors of CFCI (–EUR 62,500).
As a result of all these operations, Dynaction reported a net loss
of EUR 1,026,000 at 31 December 2004.
Information about the activity of the subsidiaries is provided in
the Group management report.
ALLOCATION OF EARNINGS
The Company’s annual accounts for FY 2004 are in the continuation of this report. Non-deductible expenses, as covered by article 39.4 of the General Tax Code, amounted to EUR 10,425.25.
Allocation of the earnings, which will be submitted for your
approval in the second resolution at the Annual General Meeting
of 30 June 2005, is as follows:
Origin of the earnings to be allocated
(in EUR)
Retained earnings (or loss)
Net profit for the year
Total
RESULTS AND FINANCIAL POSITION
Dividend payments to Dynaction SA by its subsidiaries resulted in
the recognition of investment income of EUR 1,695,000 while
EUR 331,000 in operating income relates to technical assistance
fees of EUR 140,000 and EUR 191,000 in rents.
Operating costs of EUR 2,070,000 are down 0.53%, slightly lower
than the previous year. But for the exceptional costs linked to
the two sell offs, these costs would in fact have been down
22.26% as against 2003.
–49,947.65
–1,026,115.06
–1,076,062.71
Allocation of the earnings (or loss)
(in EUR)
Allocation to the retained earnings account
The retained earnings account
now has a negative balance of
–1,026,115.06
–1,076,062.71
The maximum number of shares the Company will be able to
acquire pursuant to this authorisation, under any circumstances,
must not exceed 10% of share capital, as provided under article
L. 225-209 of the French Commercial Code.
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In accordance with the provisions of article 243 b of the French General Tax Code, dividends and corresponding tax credits paid for the
three previous years were as follows:
Year
Number
of shares
Net
dividend
(in EUR)
Tax credit
at 50%
at 25%
Actual revenue with
50%
25%
tax credit
tax credit
2001
3,310,883
–
–
–
–
–
2002
3,357,276
0.50
0.25
0.13
0.75
0.63
2003
3,357,276
–
–
–
–
–
ACQUISITION OF OWN SHARES BY THE COMPANY
As part of the legislative framework created by articles L. 225-209
of the French Commercial Code, the authorisation given by you to
the Board of Directors at the Annual General Meeting of
17 June 2004 will expire at the end of this General Meeting.
We propose in the fifth resolution that this authorisation be
extended until after the Ordinary General Meeting called in 2006
to approve the annual accounts of the Company for the year ending 31 December 2005, and as a consequence, to authorise the
Board of Directors, which may delegate the task to its Chairman,
to trade shares of the Company on the share market in accordance
with the terms and regulations provided for in article L. 225-209
of the French Commercial Code, in order to achieve the following
outcomes in order of priority:
• acquire and sell shares of the Company on the share market,
according to market conditions and in order to manage the
Company’s share price;
• favour financial and expansion operations by the Company.
Shares acquired can be used for any purpose, in particular to be
retained, sold, transferred or exchanged, in whole or in part;
• allocate them to personnel and management under the conditions
of, and in accordance with, the terms and conditions provided for
in the law, in particular as part of the distribution of the fruits of
the expansion of the Company, subscription options and/or the
acquisition of shares through a company savings scheme;
• cancel up to 10% of the Company’s share capital within a 24-month
period, in accordance with authorisation for a reduction in share
capital referred to in the first resolution of the Extraordinary General
Shareholders’ Meeting of 30 June 1999 and the renewal of the same,
which was approved by the Extraordinary General Shareholders’
Meeting of 21 June 2001 (first resolution), the Extraordinary General
Meeting of 28 June 2002 (first resolution), the Extraordinary General
Meeting of 17 June 2003 (first resolution) and the Extraordinary
General Meeting of 17 June 2004 (first resolution).
If this resolution is approved, it will be possible to resort to any
means in the acquisition, cession, transfer or exchange of these
shares, whether on the share market, by private transaction or the
use of derivative financial instruments.
The resolution hereby proposes the following maximum and minimum share acquisition and sale prices, subject to adjustments in
the event of an operation involving the capital of the Company:
• maximum acquisition price: EUR 25.00 per share, excluding
acquisition costs; however, the Company may not disburse more
than EUR 8,239.600 on the acquisition of its own shares;
• minimum sale price: EUR 8.00 per share, excluding sale costs.
The maximum number of shares that the Company can buy
under the terms of this authorisation must not exceed 10% of its
share capital stipulated in article L. 225-209 of the French
Commercial Code.
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OPERATIONS CONDUCTED BY THE COMPANY ON ITS OWN SHARES
In order to comply with the provisions of articles L. 225-209 and L. 225-210, the table below contains details of the operations conducted by
the Company on its own shares:
Date
Nature
of operation
Number
Net
of shares
value of
held/ acquisitions
acquired
(in EUR)
January 2001
Opening position
June 2001
Plan no. 3 allocation
11 October 2001
Capital reduction
via cancellation
of own shares
–165,646
Sub-total
182,000
Average
Gross % of share
price
value of
capital
(in EUR) acquisitions owned by
(in EUR)
Company
347,646
10.00%
Number of shares allocated to
1st plan
2nd plan
100,000
12,000
3rd plan
4th plan
5th plan
Not
allocated
235,646
70,000
–70,000
–165,646
5.50%
100,000
12,000
70,000
November 2001
Share acquisition
12,090
289,481
23.94
291,203
12,090
December 2001
Share acquisition
3,630
93,121
25.65
93,631
3,630
31 December 2001
Convertible bond
conversion
31 December 2001
Total
–1,076
–25,781
–25,781
196,644
382,602
384,834
January 2002
Share acquisition
24,936
674,252
27.04
678,306
February 2002
Share acquisition
627
16,929
27.00
17,018
5 March 2002
Plan no. 4 allocation
–1,076
5.94%
100,000
12,000
70,000
14,644
24,936
627
19,000
–19,000
March 2002
Share acquisition
5,000
157,500
31.50
158,808
5,000
April 2002
Share acquisition
5,000
156,000
31.20
157,000
5,000
October 2002
Share acquisition
5,775
127,633
22.10
128,296
5,775
November 2002
Share acquisition
2,568
61,489
23.94
61,777
31 December 2002
Total
240,550 1,576,405
1,586,039
2,568
7.17%
100,000
12,000
70,000
19,000
39,550
January 2003
Share acquisition
1,251
27,688
22.13
27,787
1,251
February 2003
Share acquisition
1,472
33,837
22.99
33,958
1,472
March 2003
Share acquisition
2,195
45,342
20.66
45,505
2,195
April 2003
Share acquisition
408
8,719
21.37
8,749
408
May 2003
Share acquisition
847
17,291
20.41
17,363
847
June 2003
Share acquisition
892
18,955
21.25
19,023
892
July 2003
Share acquisition
637
13,740
21.57
13,789
637
August 2003
Share acquisition
1,233
25,017
20.29
25,107
1,233
September 2003
Share acquisition
5,659
112,967
19.96
113,426
5,659
October 2003
Share acquisition
6,464
117,695
18.21
118,124
6,464
4,390
80,084
18.24
80,378
10,203
192,575
18.87
Share option
adjustment
November 2003
Share acquisition
December 2003
Share acquisition
31 December 2003
Total
2,390
276,201 2,270,314
286
1,676
456
–4,808
4,390
193,582
2,282,832
10,203
8.23%
102,390
12,286
71,676
19,456
70,393
January 2004
Share acquisition
7,266
138,951
19.12
139,538
7,266
February 2004
Share acquisition
2,105
41,234
19.59
41,385
2,105
Implementation
of 2004 plan
60,359
March 2004
Surrender of rights
–40,956
December 2004
Cancellation of shares
from 1st plan
–61,434
26 April 2005
Total
224,138 2 450 499
–2,048
–17,408
–60,359
60,412
–61,434
2,463,755
6.68%
0
10,238
71,676
2,048
60,359
79,817
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REDUCTION OF THE COMPANY’S SHARE CAPITAL
In accordance with provisions of article L. 225-209 of the French
Commercial Code, in order to provide the Board of Directors with
the greatest flexibility to reduce the Company’s share capital via
the cancellation of all or part of the shares acquired through the
share acquisition program, which is also submitted to vote by the
Annual General Meeting’s fifth resolution, the first resolution of
the Extraordinary General Shareholders’ Meeting of 30 June 2005
proposes to authorise the Board of Directors, which may delegate
the task to its Chairman, to reduce the Company’s share capital
by up to EUR 1,977,505 by cancelling all or a portion of the
shares acquired, a maximum of 329,584 shares.
If this proposition is approved, the Company’s Board of Directors,
which may delegate the task to its Chairman, will be authorised
to use this right of delegation for up to 18 months from the date
of this Meeting, in accordance with the law, to offset the difference between the cancelled shares’ acquisition value and their
nominal value (or book value in the event of the absence of any
reference to nominal value in the by-laws) on premiums and
available reserves.
The authority necessary will be granted to the Board of Directors,
which may delegate them to its Chairman, to set terms and conditions, calculate the final extent of reduction or reductions of
share capital, to modify the Company’s by-laws if needed, and
generally do what is necessary to ensure the successful operation
of the Company.
In accordance with legal provisions currently in force, separate
resolutions must be reached when the delegation contains the
surrender by shareholders of preferential subscription rights, or
when the delegation aims the incorporate reserves, profits or
share premiums into capital.
The second resolution of the Extraordinary General Meeting proposes to authorise the Board of Directors, which may delegate
the task to its Chairman, the necessary authority to issue, either
in France or overseas, shares and/or securities – including warrants not reserved for designated beneficiaries – that confer
entitlement to shares in the Company, with preferential subscription rights.
It is proposed that the Board of Directors be authorised to create
for shareholders a reducible subscription right. If subscriptions
do not cover a whole issue, it can be decided in each case, as
determined by the Board and in accordance with the conditions
stipulated by the law, to limit the issue to the value of subscriptions received, allocate all or part of the unsubscribed shares,
free of charge, or offer them to French and/or foreign residents
and/or the international market.
The third resolution of the Extraordinary General Meeting proposes to authorise the Board of Directors, which may delegate
the task to its Chairman, the necessary authority to issue categories of transferable securities that confer immediate or future
entitlement to shares in the Company, as provided for in the second resolution, without preferential subscription rights, in particular in the event of an exchange offer made by the Company.
Reasons for, nature and maximum amount
of these authorisations
The vote on the second resolution by the Extraordinary General
Meeting, like the vote on the third resolution, will contain or
include, where appropriate, the surrender of preferential subscription rights to shares to which any securities likely to be
issued by virtue of these authority will be conferred.
The Board of Directors must be able to tap the market when
required in the most flexible, efficient manner possible, at all
times choosing from a wide range of shares that confer entitlement, either directly or indirectly, to shares in the Company,
with or without preferential shareholder rights, and the financial
product best suited to the development of the Company and the
Group, given the characteristics of the markets at the time.
Pertaining as it does to warrants not reserved for designated
beneficiaries likely to be issued by virtue of these delegations
of authority, in order to satisfy the provisions of article 228-95
of the French Commercial Code, it will be incumbent upon the
Board of Directors to expressly renounce its preferential subscription rights to shares issued as a result of the exercising
of these warrants.
ISSUES OF SHARES AND SECURITIES
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In accordance with legal provisions, we propose that the following amounts be set as the maximum nominal values for proposed
share issues:
• EUR 4,575,000.00 for capital increases now or in the future.
This amount may be topped up by the value of additional shares
issued to retain the voting rights of owners of securities that
confer entitlement to shares, in accordance with the law;
• EUR 45,735,000.00, or the value in exchange of this amount in
the event of an issue denominated in foreign currency or
accounting units set according to a basket of several currencies,
for securities representing debts on the Company.
The contents of these two resolutions do not provide for the addition of the amounts authorised respectively according to category. The maximum nominal value of capital increases, whether
direct or indirect, and the maximum nominal value of debt securities that may be issued in the future will be at all times limited
to EUR 4,575,000.00 and EUR 45,735,000.00, respectively.
The fourth resolution of this Extraordinary General Meeting proposes to authorise the Board of Directors, which may delegate
the task to its Chairman, the authority in order to increase share
capital through the incorporation of reserves, profits or share
premiums whose capitalisation is permitted, whether in combination with a cash capital increase carried out by virtue of the
second or third resolution submitted to a vote as a free share
allocation or increase in the nominal value of existing shares (or
the par value of existing shares in the event of the absence of
any reference to nominal value in the Company’s by-laws) or by
combining the two operations.
Reasons for the proposal to abolish preferential
shareholder subscription rights
authority necessary to confer upon shareholders preferential subscription rights to all or part of an issue, in accordance with the
terms and conditions determined by the Board.
As in the case of preferential subscription rights, the right to priority is in proportion to the number of existing shares held. Unlike
the existing shares, however, this priority is non-negotiable.
Terms and conditions for the determination
of the issue price and justification
The third resolution contains a proposal that relates to issues
without preferential subscription rights. In accordance with article L. 225-136 of the French Commercial Code, the issue price will
be the amount received or to be received by the Company for
each share to be issued, after taking into account, in the case of
warrants not reserved for designated beneficiaries, the issue
price of said securities, will be at least equal to the average price
of the Company’s shares on the stock exchange for ten consecutive sessions chosen from the last twenty preceding sessions
prior to the listing of the aforementioned securities or, if this is
not possible, an adjustment of said average to take into account
the difference in the vesting date.
With regards to the issue of securities for the share subscriptions,
the subscription price of securities redeemable for or convertible
into shares and even warrants not reserved for designated beneficiaries will be set by the Board of Directors based on the price
determined thus.
After taking into account the regulation stipulated by article
L. 225-136 of the French Commercial Code, the Board of Directors
will set the issue price of the securities to be issued at a level
consistent with the best interests of the Company and its shareholders, in accordance with standard financial markets practice.
Terms and conditions of placement
The third resolution of the Extraordinary General Meeting proposes to authorise the surrender of preferential shareholder subscription rights, in order to be able to effectively capitalise on,
where necessary, any opportunities that may arise by tapping
public funds, either in the French market or on the international
market on their own or in a number of markets simultaneously.
Using this method of placement, it is possible to act more quickly
and issue shares at a price closer to the share price.
Period of validity for proposed authorisations –
terms and conditions and deadline for the allocation
of shares
In order to safeguard the interests of the shareholder, a provision has been made in order that the Board of Directors have the
Rights to new shares in the Company attached to securities that
may be issued by virtue of the second and third resolutions will
In accordance with the provisions of article L. 225-129, paragraph 3 of the French Commercial Code, each of these delegations of authority will be conferred to the Board of Directors,
which may delegate the task to its Chairman for up to twenty-six
months starting from the date of this Meeting.
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be able to be exercised on set dates or during one or more periods
to be set by the Board of Directors, starting as soon as possible
after the issue of the primary share and the following conditions
have been met:
• in the event of the redemption, conversion or exchange of a
debt security, no later than three months after the maturity date
of the security;
• in the event of the issue of warrants not reserved for designated beneficiaries with the suppression of preferential subscription rights, no later than five years after the date of issue;
• in other cases, no later than five years after the date of issue.
Complementary Board of Directors report –
the impact of delegations of authority on the position
of shareholders
If the resolutions proposed are adopted, when the Board of
Directors uses one of the relevant authorisations it will prepare,
under the circumstances and conditions provided for in the law,
a complementary report describing the final conditions of the
operation, their impact on the position of the shareholder, in
particular with relation to their share of equity in the Company,
and on the value of shares therein.
This report, as well as that of the Statutory Auditors, will be
made available to Company shareholders, who will be informed of
them at the next General Meeting.
CAPITAL INCREASES DURING A TAKEOVER
BID OR EXCHANGE OFFER
In accordance with the provisions of article L. 225–129 IV of the
French Commercial Code, the fifth resolution of the Extraordinary
General Meeting proposes to authorise the Board of Directors,
which may delegate the task to its Chairman, to use all or part of
any delegations of authority to increase the Company’s share
capital, with or without the suppression of preferential subscription rights, now subject to a vote, during a period when an offer
has been made for shares in the Company, on the condition that
said capital increase has not been reserved for one or more particular persons.
If this proposal is approved, this delegation of authority, in
accordance with legal provisions, will be conferred upon the
Board of Directors until the date of the Ordinary General
Shareholders’ Meeting called to approve the Company’s annual
accounts for the year ending 31 December 2005.
AUTHORISATION TO BE GIVEN TO THE BOARD
OF DIRECTORS TO INCREASE CAPITAL
IN ACCORDANCE WITH ARTICLE L. 443-1 OF THE
LABOUR CODE
The intention of the law of 19 February 2001 on save-as-you-earn
accounts is to amend provisions relating to employee shareholdings.
Thus, in accordance with the amended article L. 225-129 of the
French Commercial Code, when a decision is made to increase
share capital, the Extraordinary General Meeting must rule on a
draft resolution aimed at implementing a capital increase
reserved for members of a company save-as-you-earn scheme
and/or a voluntary save-as-you-earn scheme offered by the
Company and companies linked to it by current regulations.
As a result of the authorisations for capital increases mentioned
above, a draft proposal is submitted to delegate to the Board of
Directors the authority necessary to increase the Company’s share
capital, on one or more occasions and it its sole discretion, by up
to EUR 395,502 via the issue of 65,917 new shares, each with a
nominal value of EUR 6.00. Subscription to these issues will be
reserved for members of a company savings scheme and/or a voluntary save-as-you-earn scheme offered by the Company and
companies linked to it under the conditions provided for by regulations currently in force. This delegation will not be offset
against the limit for capital increases that can be carried out by
the Board of Directors by virtue of the second, third, fourth and
fifth resolutions to be approved at the next Meeting.
The subscription price for the shares to be set by the Board of
Directors cannot be more than 20% less than the average quoted
price of the share in the twenty sessions of the Bourse prior to
the date of the decision on the capital increase by the Board of
Directors, or 30% when as part of a voluntary save-as-you-earn
scheme, nor higher than the average price in either case.
In the event that it resorts to the authorisations referred to in the
second, third, fourth and fifth resolutions to be heard at this
Meeting, the Board of Directors will approve both a draft plan for
a capital increase reserved for members of a company scheme
and/or a voluntary save-as-you-earn scheme, with this delegation
being enacted if this resolution is approved, where appropriate.
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If this resolution is passed:
• the delegation of authority given to the Board of Directors will
include the express surrender of preferential subscription rights
by shareholders to said beneficiaries;
• the Board of Directors, which, in accordance with the conditions
provided for in article L. 225-129 V of the French Commercial Code,
may delegate the task to its Chairman, will be given the necessary
authority to implement this decision subject to the limitations and
conditions stipulated in the relevant resolution.
DIRECTORS’ FEES FOR 2005
The Board of Directors has proposed a directors’ fee of EUR 228,678
for 2005.
the General Meetings of 25 June 1998 and 4 March 2002, the
Board of Directors has instituted four share option plans for
Dynaction staff.
As at 31 December 2004, these plans contained 144,321 shares
owned by 7 beneficiaries. No options have been exercised to date.
COMPANY REPRESENTATIVES:
REMUNERATION AND ROLES
In accordance with article L. 225-102-1 of the French Commercial
Code, the following information is provided on the remuneration
and Directors’ fees paid to Company representatives in 2004:
Gross remuneration (in EUR)
Christian Moretti (Chairman)
RENEWAL OF A DIRECTOR MANDATE
In its seventh resolution, the Board of Directors proposes to renew
the mandate as Director of Mr. Christian Moretti, which is about to
expire. If the Meeting votes in favour of this resolution, Mr. Moretti’s
mandate will be renewed until the General Meeting called to approve
the accounts for the year ending 31 December 2010.
Directors’ fees (in EUR)
Alain Ferri
The Board of Directors proposes to renew the mandates of the
Statutory Auditors and their alternates for a period of six years,
until the Ordinary General Meeting called to approve the accounts
for the year ending 31 December 2010.
HUMAN RESOURCES
As at 31 December 2004, the Company had a workforce of three.
In accordance with the authorisation conferred upon it by
2004
6,000.00
Michel Fleuriet
6,000.00
Philippe Ginestie
6,000.00
Jean-Louis Milin
6,000.00
RENEWAL OF MANDATES OF STATUTORY AUDITORS
AND THEIR ALTERNATES
2004
29,753.37
182,940.00
Martin Nègre
6,000.00
Jean-Pierre Richard
6,000.00
Philippe Santini (Deputy Chairman)
9,735.00
It should be noted that Mr. Moretti, the Chairman of the Board
of Directors, did not receive any remuneration from companies
controlled by Dynaction under article L. 233-16.
As Chairman of Dynaction, Christian Moretti received remuneration of EUR 18,293.88 and various allowances in kind worth
EUR 11,459.49.
On account of his roles within the companies in the Group,
Mr. Moretti received directors’ fees totalling EUR 332,940.
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Directors in the Company exercise the following roles:
Role
Company
Address
Board Chairman
Dynaction
PCAS
CMD Engrenages et Réducteurs
23, rue Bossuet – 91160 Longjumeau
539, rue du Cateau – 59400 Cambrai
Non-partner manager
SNC des Peupliers
Director,
permanent representative
of Dynaction
France Entreprise
Quantel
3, avenue Hoche – 75008 Paris
17, avenue de l’Atlantique – 91940 Les Ulis
Member of the
Supervisory Board
Rubis
105, avenue Raymond-Poincaré – 75116 Paris
Board Chairman
Institut d’Administration
des Entreprises
21, rue Broca – 75005 Paris
Director
Société Française d’Investissement
Dynaction
Saint-Honoré PME
7, place des Cinq-Martyrs-du-lycée-Buffon – 75015 Paris
47, rue du Faubourg-Saint-Honoré – 75008 Paris
Member of the
Supervisory Board
Clarins
4, rue Berteaux-Dumas – 92200 Neuilly-sur-Seine
Éditions Jacques Lafitte
Dynaction
16, rue Camille-Pelletan – 92300 Levallois-Perret
Dynaction
HR Obligations
Anblan
COTRAFI
CGroup HK Ltd
RSA
63, rue de la Victoire – 75009 Paris
11, rue de Lübeck – 75116 Paris
26/F, Tower A, Southmark – 11 Yip
Hing St. Aberdeen (United Kingdom)
11, rue Barbet-de-Jouy – 75007 Paris
SR Téléperformance
6, rue Firmin-Gillot – 75015 Paris
Christian Moretti
Alain Ferri
Michel Fleuriet
Director
Philippe Ginestie
Director
Member of the
Supervisory Board
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Role
Company
Address
Jean-Louis Milin
Chairman of the
Management Board
Banque NSMD
Chairman of the
Supervisory Board
Asset Allocation Advisors
NSM Gestion
OBC Gestion
Board Chairman
NSM Vie
Director
Transpacific Fund
Dynaction SA
Lepercq Amour Corporation
Istel Fund
Director –
Permanent representative
of banque NSMD
ABN AMRO Capital Investissement France
Gestion Mobilière
Member of the
Supervisory Board –
of banque NSMD
ABN AMRO Corporate Finance France
ABN AMRO Capital Investissement France
ABN AMRO Fixed Income France
Gestion Mobilière
Member of
Management Board
ABN AMRO France
Member of
Supervisory Board
Sommer
Observer
France Entreprise
Placement Chine
Jean-Pierre Richard
Chairman-Managing
Director
Anblan
Plus-Consultants
12, rue Henri-Rochefort – 75017 Paris
Director
Dynaction
Clarten
32, avenue de l’Europe – 78140 Vélizy-Villacoublay
Director –
of Dynaction
PCAS
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SUBSEQUENT EVENTS
By virtue of the relocation of the Dynaction’s main office to
Longjumeau, the Dynaction team has consisted of just two people since 31 March 2005. In addition, two mandates have been
signed in order to find a tenant for the Dynaction’s premises in
Boulogne-Billancourt (Dynaction’s former headquarters).
Mandates for the sale of CMD have been issued to financial intermediaries.
Dynaction so that that this equity guarantee could be put into
effect. Claims by Magas total EUR 1,847,635.19. Dynaction filed
its conclusions in defence on 15 February 2005, highlighting the
inadmissibility of the claim on the grounds of a failure to comply
with the conditions of guarantees, as well as the fund. Therefore,
a decision was taken not to establish a provision for it.
To the Company’s knowledge, there are no other disputes in the
recent past likely to have had or have a significant effect on the
financial situation, activity or income of the Group and/or its
subsidiaries.
LITIGATION
There are currently four lawsuits that deserve a mention:
• two lawsuits involving loans to third parties in the course of
the acquisition of companies in the Group. These loans, which
are due and to date have not been repaid, are before the courts.
There were no new developments in respect of these cases during the year. The amounts involved are fully provisioned;
• since 1997, Dynaction and Dynelec have been subpoenaed in
connection with the liquidation of companies Prestatherm and
TTAD in accordance with article L. 225-129 of the French
Commercial Code, together with other shareholders, physical
persons and institutions, in order to recover the sum of
EUR 15,695,443.40. An appraisal has also been conducted,
intended primarily to supply the Court with the information
required to ensure an appreciation of the causes of the difficulties faced by Prestatherm and TTAD, and to determine the actual
date of the cessation of payments. Given the status report on the
case, the position of the defendants regarding the case and the
hazards inherent to legal procedures, it is not possible to calculate the amount of any eventual fine. Therefore, a decision was
taken not to establish a provision for it;
• as part of the acquisition of Médiascience by Magas in January
2002, Dynaction had made a number of declarations and given
various guarantees. At the end of 2004, Magas summoned
ADDITIONAL INFORMATION
Approval is hereby sought for the performance of the Board of
Directors in 2004.
At 31 December 2004, Mr. Christian Moretti held 14.99% of the
Company’s capital and 24.73% of its voting rights; and Anblan
held 7.66% of the capital and 13.06% of voting rights. Adroit
Private Equity AG held 16.95% of capital in the Company.
As stipulated in the Company by-laws, double voting rights
are attributed to fully-paid registered shares held by the same
shareholder for a minimum of four years. As at 31 March 2004,
744,922 shares qualified for this treatment.
AUTHORITY TO COMPLETE LEGAL FORMALITIES
The final resolution proposed for approval by shareholders grants
the necessary authority to sign any forms or declarations as prescribed by law. The Board of Directors is available to provide any
shareholders with any additional Information, and requests
shareholder approval for all resolutions.
The Board of Directors
Balance sheet
62
As at 31 December
ASSETS
Gross
2004
Amortisation
and provisions
Net
2003
Net
2002
Net
1,555
78,879
80,434
–
9
17,358
1,326
101
18,794
88
88
495
16,902
17,397
–
–
–
36
–
36
–
–
1,060
61,977
63,037
–
9
17,358
1,290
101
18,758
88
88
851
56,806
57,657
–
10
17,386
3,855
284
21,535
70
70
804
57,879
58,683
48
7
17,272
11,922
376
29,625
74
74
99,316
17,433
81,883
79,262
88,382
(in EUR thousands)
Tangible non-current assets
Financial non-current assets
Total non-current assets
Advances and payments on account
Trade accounts and notes receivable
Other receivables
Stocks, shares and securities
Cash and cash equivalents
Total current assets
Prepaid expenses
Total prepaid items
Total assets
(note 3.1.)
(note 3.2.)
(note 3.8.)
(note 3.8.)
(note 3.4.)
Y
N
PA
R
E
A
CC NT
O
CO
U
N
TS MP
A
63
LIABILITIES
(in EUR thousands)
Share capital
Share premiums, merger and transfer premiums, re-evaluation differences
Equity method accounting difference
Legal reserve
Tax-regulated reserve
Other reserves
Profit and loss account brought forward
Net profit (loss)
Share capital and reserves
(note 3.5.)
Provisions for contingencies and expenses
Provisions for contingencies
(note 3.6.)
Total provisions for contingencies and charges
Financial debts
Amounts owed to financial institutions
(note 3.8.)
Other borrowings
(note 3.8.)
Sub-total
Trade payables
Other liabilities
Total liabilities*
(note 3.8.)
Total liabilities and shareholders’ equity
* of which falling due within more than one year
of which falling due within one year
2004
2003
2002
19,775
1,055
31,534
1,401
–
8,438
–50
–1,026
61,127
29,376
1,055
26,924
1,401
–
–
125
–175
58,706
12,795
9,949
28,377
1,401
16,130
–
– 15,514
8,750
61,888
508
508
556
556
589
589
19,551
42
19,593
533
122
20,248
81,883
7,763
12,485
19,502
46
19,548
330
122
20,000
79,262
111
19,889
25,318
46
25,364
452
89
25,905
88,382
10,111
15,794
Profit and loss
statements
64
(in EUR thousands)
Operating income
Net sales
Other revenues
Total operating income
Operating expenses
Other acquisitions and external expenses
Taxes, levies and related payments
Personnel expenses
Amortisation expenses
Other expenses
Total operating expenses
Operating profit
Losses from pooled operations
Total financial revenues
Total financial expenses
Net financial income (expenses)
Current income before taxes
Total extraordinary income
Total extraordinary expenses
Extraordinary profit (loss)
Corporate income tax
Profit or (–) loss
(note 4.2.)
(note 4.3.)
(note 4.4.)
2004
2003
2002
140
191
331
140
227
367
140
315
455
984
87
694
76
229
2,070
–1,739
204
3,688
2,720
968
–975
37
81
–44
7
–1,026
1,418
73
271
90
229
2,081
–1,714
237
3,733
2,566
1,167
–784
881
65
816
207
–175
1,955
84
405
93
23
2,560
–2,105
233
5,648
4,400
1,248
–1,090
28,971
19,130
9,841
1
8,750
Y
N
PA
R
E
A
CC NT
O
CO
U
N
TS MP
A
Notes to
the annual accounts
65
In EUR thousands
Assets as at 31 December 2004 as presented in these notes total
EUR 81,883,000. The profit and loss account shows a loss of
EUR 1,026,000.
These annual accounts were approved by the Board of Directors
at its Meeting of 26 April 2005.
1. SIGNIFICANT EVENTS DURING THE YEAR
AND SUBSEQUENT EVENTS
During the year, Dynaction SA:
• relocated its main office to the site occupied by subsidiary
PCAS in Longjumeau;
• reordered its equity, reducing its share capital by EUR 9,232,509
by reducing the nominal value of its shares from EUR 8.75 to
EUR 6.00 and allocating the capital reduction to reserves (in order
to remain in compliance with article L. 225-210, paragraph 3 of
the French Commercial Code);
• cancelled the 61,434 own shares reserved as part of the first
share option plan and which expired on 16 October 2004.
Share capital as at 31 December 2004 was thus EUR 19,775,052.00,
consisting of 3,295,842 shares.
2. ACCOUNTING PRINCIPLES AND METHODS
General accounting rules have been applied conservatively, in
keeping with fundamentals such as:
• ongoing concern;
• consistency of accounting methods;
• accrual accounting,
and in accordance with accounting rules used to prepare and present annual accounts. The historical cost method has been used
for the evaluation of items recorded in the annual accounts.
◆ Equity investments
Since 1995, and in accordance with Act 85-11 of 3 January 1985,
equity investments in exclusively-controlled companies have
been recorded using the equity method. This method consists of
replacing their acquisition cost with the Company’s share of
equity in the controlled company.
The annual variation in the overall share of shareholders’ equity
represented by these investments does not constitute earnings;
such variations are recorded under share capital and reserves as
“goodwill”.
When goodwill becomes negative, a provision is established in
the profit and loss account. This method is applied for all equity
investments within the Company’s scope of consolidation.
Shareholders’ equity is determined according to accounting principles used for consolidation.
When a specific risk is not covered by the equity method of consolidation described above, a specific risk provision is established in accordance with general accounting principles. Equity
investments in companies that are not exclusively controlled
appear on the balance sheet at their acquisition cost or value in
use, if lower.
Value in use is determined on a case-by-case basis, according to
criteria such as market value, adjusted net asset value and other
relevant information on the companies concerned.
◆ Own shares
Own shares held at the close of the period under review for the
purpose of granting employee share options, stabilising the share
price or allocation to eventual financial transactions are valued at
their average market price during the last month of the period.
If there is a negative difference between the acquisition price and
the average share price in December, a provision for depreciation
will be established. Shares to be cancelled are kept at their acquisition price.
66
3. NOTES TO THE BALANCE SHEET
3.1. Tangible non-current assets
3.1.1. Total non-current assets
◆ Operations during the period
Nature
Gross value
as at
31 December
2003
Acquisitions,
line to line
transfers
1,105
286
Sales,
line to line
transfers
Gross value
as at
31 December
2004
Gross value
as at
31 December
2003
Gross value
as at
31 December
2002
1,391
1,105
1,010
48
48
43
Buildings
General installations
Transportation equipment
Office equipment,
computers and furniture
Total
48
120
1,273
286
4
116
120
120
4
1,555
1,273
1,173
3.1.2. Depreciation
◆ Depreciation over the useful life of the asset is calculated using the straight-line method according to expected service life:
Buildings
5%
Fixtures, installations and improvements
5%
10%
25%
Office equipment
20%
Computers
33.33%
Office furniture
10%
Nature
Value
as at
31 December
2003
Allocations
Recoveries
Value
as at
31 December
2004
Value
as at
31 December
2003
Value
as at
31 December
2002
Buildings
Office equipment,
computers and furniture
Total
294
62
356
294
239
12
12
24
12
30
116
2
3
115
116
100
422
76
3
495
422
369
Y
N
PA
R
E
A
CC NT
O
CO
U
N
TS MP
A
67
3.2. Financial non-current assets
◆ Situation
Gross value
31 December
2004
31 December
2003
31 December
2002
57,141
52,538
53,991
Other investments
6,471
6,471
6,471
Receivables related to shareholdings
2,287
2,287
2,287
Other investments
5,721
4,404
3,710
Investments valued using the equity method
Loans and other financial assets
7,259
6,872
6,440
78,879
72,572
72,899
Value
as at
31 December
2004
Value
as at
31 December
2003
Value
as at
31 December
2002
Total
◆ Provisions for depreciation
Nature
Value
as at
31 December
2003
Allocations
Recoveries
Other investments
6,471
6,471
6,471
6,471
2,287
2,287
2,287
2,287
Financial non-current assets
Total
7,008
1,151
15
8,144
7,008
6,262
15,766
1,151
15
16,902
15,766
15,020
A provision is established when the probable realisation value is lower than the acquisition cost.
3.2.1. Investments accounted for using the equity method
Nature
Investments valued
using the equity method
Total
Gross value
as at
31 December
2003
Increases
Decreases
Variation in
value using
equivalence
method
Gross value
as at
31 December
2004
Gross value
as at
31 December
2003
Gross value
as at
31 December
2002
52,538
–
7
4,610
57,141
52,538
53,991
52,538
–
7
4,610
57,141
52,538
53,991
◆ Variations in equity method valuation
Variations in equity method valuation, other than changes in the scope of consolidation listed above, related mainly to the consolidated
profit or loss from investments, after the deduction of dividends paid during the year.
3.2.2. Other investments and miscellaneous receivables
These entries relate to Cellier only, which is in receivership, and have been fully provisioned since 1992.
68
3.2.3. Other investments
Nature
Gross value
as at
31 December
2003
Adjustment of 1st employee
share option plan*
Increases
Reclassi- Cancellations
fications**
Gross value
as at
31 December
2004
Gross value
as at
31 December
2003
0
65
270
324
316
1,888
1,888
1,843
–435
51
486
474
65
–26
Own shares intended for
2nd employee share option plan *
324
–54
3rd employee share option plan *
1,888
4th employee share option plan *
486
5th employee share option plan *
Other own shares held
Total
–39
Gross value
as at
31 December
2002
1,451
1,451
1,641
180
240
2,061
1,641
1,077
4,404
180
1,176
5,721
4,404
3,710
–39
* See paragraph 5.4.
** See paragraph 3.4.
3.2.4. Loans and other non-current financial assets
This item includes fully-provisioned existing loans totalling EUR 6,152,000, as well as a vendor loan of EUR 271,000 granted by Dynaction
in connection with a share sale. The vendor loan is repayable in sixty months from 1 January 2004.
3.3. List of subsidiaries and equity investments
Company or
group of companies
Capital
PCAS
91160 Longjumeau
8,000
10,000
59400 Cambrai
Reserves and
profit and loss
account brought
forward before
allocation
of profits
Proportion
of capital
held
(in %)
Net
re-evaluated
value
of shares
Loans and
advances
granted
by the
Company
not repaid
52,980 *
69.68
37,847
15,200
10,219 *
99.75
20,695
Turnover
for 2004,
excluding
taxes
Profit or
loss (–)
in 2004
194,437 *
9,460 *
–
64,952 *
1,267 *
1,695
SCM Comed
92100 Boulogne-Billancourt
38
–35
100.00
1
1
–1
SNC des Peupliers
117
–614
100.00
–873
1,227
–204
Médiascience International
200
–718
100.00
–529
511
–12
Total
57,141
Cellier
73100 Aix-les-Bains
2,287
59.73
0
2,287 **
* Consolidated data.
** Fully provisioned.
It should be noted that Dynaction has given no guarantees endorsements to its subsidiaries.
Dividend
paid
in 2004
0
Y
N
PA
R
E
A
CC NT
O
CO
U
N
TS MP
A
69
The following table indicates the value of reserves and profit and loss accounts brought forward before the appropriation of earnings and
the profit or loss of the Group’s parent companies and their subsidiaries:
Company
Reserves and profit and
loss accounts before the
appropriation of earnings
Profit or
loss (–) in 2004
9,719
1,047
29,924
–5,074
PCAS
3.4. Stocks, shares and securities
Nature
Gross value
as at
31 December
2003
Increases
Decreases
960
2,724
2,410
Money market funds
Own shares*
Other stocks,
shares and securities
Certificates of deposit
Redeemable
MET bonds
Total
Cancellations
Reclassifications*
1,764
–1,176
2,940
Gross value
as at
31 December
2004
960
977
0
2,940
2,940
1,000
610
5,562
610
2,724
4,020
1,764
–1,176
Gross value
as at
31 December
2002
1,274
52
1,000
Gross value
as at
31 December
2003
52
52
52
0
1,000
8,100
0
610
610
1,326
5,562
12,679
* See paragraph 3.2.3.
For listed securities and money market funds, historical value is compared to balance sheet value (as at 31 December).
Provisions are established where necessary.
3.5. Share capital and reserves
◆ Share ownership
The share capital of the Company is made up of 3,295,842 shares. Double voting rights are given once registered shares have been owned
by the same shareholder for four years.
◆ Main variations
31 December
2003
Capital (1) (2)
Share premiums, merger and transfer
premium, re-evaluation differences
Tax-regulated reserves
29,376
Decreases
31 December
2004
31 December
2003
31 December
2002
9,601
19,775
29,376
12,795
1,055
1,055
9,949
–
–
16,130
125
–15,514
1,055
–
Other reserves – Own shares (1) (2)
Profit and loss account brought forward (3)
Increases
9,233
125
795
8,438
175
–50
Explanation for variations during the year:
(1) Extraordinary General Meeting of 19 November 2004: reduction of share capital from EUR 9,233,000 and by appropriation of the capital in reserves.
(2) Board of Directors Meeting of 17 December 2004: cancellation of 61,434 own shares intended for the first employee share option plan and which had matured on 15 October 2004
(impact on capital = EUR 368,000 – other reserves = EUR 795,000).
(3) Appropriation of profit for 2003.
70
◆ Equity method differences
31 December
2003
Equity method difference
Variation
during the year
31 December
2004
31 December
2003
31 December
2002
26,924
4,610
31,534
26,924
28,377
26,924
4,610
31,534
26,924
28,377
Allocations
Recoveries
31 December
2004
31 December
2003
31 December
2002
556
204
252
508
556
589
556
204
252
508
556
589
Total
3.6. Provisions for contingencies and charges
Nature
31 December
2003
Provisions for contingencies
Total
At 31 December 2004, recorded provisions and recoveries relate to subsidiary contingencies.
3.7. Expenses payable
Liabilities and expenses payable by the end of the year were as follows, according to category:
Suppliers – invoices not received
144
Accrued interest
51
Provision for paid public holidays
4
Statement – expenses payable
3
Personnel – expenses payable
317
Total
519
3.8. Maturity schedule of receivables and payables
◆ Receivables
Category
Gross
amount
2004
Due in 1 year
or less
Due in more
than 1 year
2003
Gross
amount
2002
Gross
amount
Fixed assets
2,287
2,287
2,287
Loans and other non-current financial assets
12,980
2,287
36
12,944
11,276
10,150
Total
15,267
36
15,231
13,563
12,437
Current assets
Trade accounts and notes receivable
9
8
1
10
7
Other receivables *
17,358
76
17,282
17,386
17,272
Total
17,367
84
17,283
17,396
17,279
Payments in advance
Grand total
88
52
36
70
74
32,722
172
32,550
31,029
29,790
* This item includes primarily a current account advance provided to PCAS for EUR 15,200,000. In the absence of a capital increase, this sum cannot be repaid to Dynaction until
the loans extended at the time of acquisitions made in 2001 and 2004 mature in 2009.
Y
N
PA
R
E
A
CC NT
O
CO
U
N
TS MP
A
71
◆ Debts
Category
Gross
amount
Due in 1 year
or less
2004
Due in between
1 and 5 years
Due in more
than 5 year
2003
Gross
amount
2002
Gross
amount
Financial debt
Amounts owed to financial institutions
• Up to 2 years
• More than 2 years
Other borrowings
Total
51
51
19,500
11,900
42
19,593
11,951
165
165
2
73
7,600
19,500
25,245
42
46
46
19,548
25,364
263
345
7,642
0
Operating debts
Supplier and related accounts
Tax and social charges
369
369
Total
534
534
Other creditors
121
Grand total
20,248
0
0
121
12,485
7,763
0
58
107
321
452
131
89
20,000
25,905
At 31 December 2004, total short and medium-term lines of credit used amounted to EUR 19,500,000. Deadlines for repayments are as follows:
• EUR 1,900,000 on 3 May 2005,
• EUR 10,000,000 on 29 January 2006,
• EUR 1,900,000 on 3 May 2006,
• EUR 1,900,000 on 3 May 2007,
• EUR 1,900,000 on 3 May 2008,
• EUR 1,900,000 on 3 May 2009.
3.9. Items for several items on the profit and loss account
Entry
Associated companies
Investment
Investments valued using the equity method
–
52,531
Investments
–
6,471
–
2,287
Debit current account balance
–
16,939
–
–
Assets
Liabilities
Positive current account balance
4. NOTES ON THE PROFIT AND LOSS ACCOUNT
4.1. Associated companies
Liabilities applicable to associated companies appear in paragraph 3.9. above. The income and expenses of these companies were as follows:
Category
Technical assistance
Financial income
Dividends received
Income
140
432
1,695
Other acquisitions and expenses
Total
Expenses
96
2,267
96
72
4.2. Analysis of net financial income
Financial income from shareholdings
Income from other securities, receivables on
non-current assets and other interest and related income
Provisions recovered
Net income from disposal of securities on sale
Total financial income
Allocation to amortisation and provisions
Interest and similar charges
2004
2003
2002
1,695
2,598
2,192
666
800
937
1,296
237
2,148
31
98
371
3,688
3,733
5,648
1,352
1,899
1,770
758
667
2,309
Loss on receivables linked to shareholdings *
Net expense from disposal of securities on sale **
Total financial expenses
307
610
2,720
14
2,566
4,400
Recoveries
Allocations
Provisions on own shares *
418
938
Provisions on other stocks, shares and securities
626
Provisions for subsidiary contingencies
204
204
48
210
1,296
1,352
2004
2003
2002
6
642
4,924
* In 2002: write-off of loans to subsidiaries.
** This net expense is offset by the recovery of a provision of the same amount.
Recoveries and allocations for the year relate to:
Items
Provisions for other contingencies
Total
* Cancellation of the 61,434 own shares reserved for the first share option plan.
4.3. Analysis of extraordinary profit (loss)
Extraordinary income from management operations
Extraordinary income from capital transactions
Total extraordinary income
Extraordinary expenses on management operations
Extraordinary expenses on capital transactions
31
239
24,047
37
881
28,971
73
160
8
65
18,947
81
65
19,130
Extraordinary allocation to amortisation and provisions
Total extraordinary expenses
23
Y
N
PA
R
E
A
CC NT
O
CO
U
N
TS MP
A
73
4.4. Increases and reductions in future taxation liabilities
◆ Certain or potential disparities (assets)
Base
2003
Variation
Other provisions for contingencies and charges
307
–49
Loss provision SNC des Peupliers
204
Deferred amortisation
294
Other (market value differences of OPCVM)
Deferred tax losses carried forward
Total
2004
258
204
77
371
17
–12
5
4,349
2,390
6,739
5,171
2,406
Tax liability
7,577
2,525
◆ Non-deductible expenses and temporary reinstatements
Base
Provision for depreciation of own shares
Provisions on stocks, shares and securities
Total
2003
Variation
2004
2,110
–118
1,992
52
–16
36
2,162
–134
2,028
Tax liability
676
5. OTHER INFORMATION
5.1. Financial commitments
5.1.1. Commitments given
Category
Guarantees given to banks as pledges to securities
(value of available and pledged lines of credit, 120% guaranteed)
Mortgages and pledges
Pensions
Property lease rentals not due
Other commitments given
Total
31 December
2004
31 December
2003
31 December
2002
23,400
23,400
30,296
1,933
1,820
1,820
5
15
19
1,447
1,555
1,663
10
19
28
26,795
26,809
33,826
31 December
2004
31 December
2003
31 December
2002
Debt guarantees were given in the course of the sale of Médiascience in January 2002.
5.1.2. Commitments received
Category
Mortgages and pledges
Total
274
274
274
274
274
274
74
5.1.3. Finance lease commitments
Category
Original value
31 December
2004
31 December
2003
31 December
2002
3,278
3,278
3,278
84
84
84
1,091
1,007
923
141
152
169
3,667
3,526
3,374
108
108
108
81
189
297
1,258
1,258
1,258
Theoretical amortisation
• Allocations during the year
• Accumulated allocations
Payments made, excluding taxes
• During the year
• Accumulated
Payments due, excluding taxes
• Within less than 1 year
• Within between 1 and 5 years
Residual acquisition price
5.1.4. Pension liabilities
Pension liabilities are calculated and updated based on wages
payable as at 31 December 2004. This calculation takes into
account the anticipated period of service as at the theoretical
retirement date, adjusted by the probability of continued
employment until that date.
Theoretically, Dynaction personnel are entitled to receive
EUR 5,000 at the end of this year.
5.1.5. Debt management instruments
It should be noted that the Company has not conducted any
transactions on Matif or Monep.
5.2. Management remuneration
Gross compensation, including fringe benefits (in EUR)
2004
29,753.37
Directors’ fees (in EUR)
2004
Philippe Ginestie
6,000.00
Jean-Louis Milin
6,000.00
182,940.00
Martin Nègre
6,000.00
Jean-Pierre Richard
6,000.00
Alain Ferri
6,000.00
Michel Fleuriet
6,000.00
Philippe Santini (Deputy Chairman)
9,735.00
It should be noted that in accordance with article L. 233-16,
Mr. Moretti, the Board Chairman, did not receive any remuneration from the companies controlled by Dynaction.
As Chairman of Dynaction, Christian Moretti received remuneration of EUR 18,293.88 and received various benefits in kind worth
EUR 11,459.49. By virtue of his roles within the companies in the
Group, Mr. Moretti received directors’ fees totalling EUR 332,940
(including EUR 182,940 from the parent company).
5.3. Personnel
As at 31 December 2004, the Dynaction workforce consisted of
3 paid executives.
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5.4. Share option plan
Allocation
no. 2
Date of Annual General Meeting
Date of Board of Directors Meeting
Total number of shares that can be subscribed or acquired
Number of participating employees
DYNACTION
Allocation
no. 3
Allocation
no. 4
Allocation
no. 5
25 June 1998
25 June 1998
4 March 2002
4 March 2002
5 October 2000
30 May 2001
5 March 2002
25 February 2004
5% of shares comprising capital at the time of the Annual General Meeting
1
1
1
4
Earliest option exercise date
6 October 2000
1st June 2001
5 March 2002
25 February 2004
Option expiration date
6 October 2006
1st June 2007
5 March 2008
25 February 2010
26.51
25.07
23.36
18.54
Subscription price (in EUR)
Total number of options granted as at 31 December 2004
10,238
71,676
2,048
60,359
Number of shares acquired
or subscribed as at 31 December 2004
0
0
0
0
Including options given to Company officers and directors:
• Philippe Santini
–
71,676
–
–
10,238
–
2,048
60,359
0
0
0
0
Including options given to the first
ten non-executive representatives
Number of shares subscribed or acquired as at 20 April 2004
The first allocation was due on 16 October 2004, by which time
the 61,434 options given had not been exercised. In view of this,
the Board of Directors Meeting of 17 December 2004 decided to
cancel said shares.
5.5. Litigation
There are currently four lawsuits that deserve a mention:
• two lawsuits involving loans to third parties in the course of
the acquisition of companies in the Group. These loans, which
are due and to date have not been repaid, are before the courts.
There were no new developments in respect of these cases during the year. The amounts involved are fully provisioned;
• since 1997, Dynaction and Dynelec have been subpoenaed in
connection with the liquidation of companies Prestatherm and
TTAD in accordance with article L. 225-129 of the French
Commercial Code, together with other shareholders, physical
persons and institutions, in order to recover the sum of
EUR 15,695,443.40. An appraisal has also been conducted,
intended primarily to supply the Court with the information
required to ensure an appreciation of the causes of the difficulties faced by Prestatherm and TTAD, and to determine the actual
date of the cessation of payments. Given the status report on the
case, the position of the defendants regarding the case and the
hazards inherent to legal procedures, it is not possible to calculate the amount of any eventual fine. Therefore, a decision was
taken not to establish a provision for it;
• as part of the acquisition of Médiascience by Magas in January
2002, Dynaction had made a number of declarations and given
various guarantees. At the end of 2004, Magas summoned
Dynaction so that that this equity guarantee could be put into
effect. Claims by Magas total EUR 1,847,635.19. Dynaction filed
its conclusions in defence on 15 February 2005, highlighting the
inadmissibility of the claim on the grounds of a failure to comply
with the conditions of guarantees, as well as the fund. Therefore,
a decision was taken not to establish a provision for it.
To the Company’s knowledge, there are no other disputes in the
recent past likely to have had or have a significant effect on the
financial situation, activity or income of the Group and/or its
subsidiaries.
Financial results
of Dynaction SA
for the last five years
76
(in EUR)
2000
2001
2002
2003
2004
13,249,835.74
12,618,520.15
12,795,334.31
29,376,165.00
19,775,052.00
3,476,529
3,310,883
3,357,276
3,357,276
3,295,842
305,507.83
192,436.40
140,253.09
140,253.08
140,253.08
I - Year-end financial position
Share capital
Number of shares outstanding
II - Overall operating profit (loss)
Net sales, excluding taxes
Profit (loss) before taxes,
amortisation and provisions
–10,839,436.43
–33,521,005.53
8,380,637.89
1,783,492.47
–886,420.46
Corporate income tax
–3,304,231.22
–2,355,981.26
762.25
206,187.29
7,500.00
Profit (loss) after taxes,
–7,768,057.20
–23,876,793.30
8,750,416.75
–174,724.15
–1,026,115.06
2.50
0.47
–0.27
2.61
–0.05
–0.31
Earnings distributed
1,574,209.73
1,553,861.50
III - Operating profit (loss)
per share
Profit (loss) after taxes but
before amortisation and provisions
– 2.17
–9.41
Profit (loss) after taxes,
– 2.23
–7.21
Dividend per share
0.50
0.50
IV - Personnel
Number of employees
as at 31 December
6
5
5
3
3
Payroll
730,053.19
581,921.64
255,369.98
182,518.95
245,866.90
Amount paid in employee
benefits (social security,
company benefit schemes, etc.)
344,147.71
323,970.00
149,626.69
88,559.09
447,548.43
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Statutory Auditors’
reports
77
For the year ended 31 December 2004
GENERAL REPORT
Ladies and Gentlemen,
In accordance with the mission entrusted to us by the General
Meeting, we present to you our report for the year ending
31 December 2004. This report covers:
• our audit of the annual accounts of Dynaction, as attached to
this report;
• justifications for our assessments;
• specific verifications and information as provided for by the law.
The annual accounts were approved by the Board of directors.
Our role is to express an opinion of these accounts, based on our
audit.
1. OPINION ON THE ANNUAL ACCOUNTS
Our audit was carried out in accordance with professional standards applicable in France. In accordance with these standards,
we are required to perform procedures that enable use to give
reasonable assurances that the annual accounts do not contain
any material anomalies. An audit consists of an examination of
items intended to justify the information contained in theses
accounts, via tests, as well as an evaluation of the accounting
principles used and significant estimates made in the preparation of these accounts, and to evaluate the overall presentation
of said accounts. We believe that our audit provides a reasonable
basis for the opinion expressed below.
We certify that the annual accounts are, in terms of French accounting rules and principles, appropriate and give a true and fair view
of operations for the year ended, as well as the financial position
and assets and liabilities of the Company at the end of the year.
Without changing the opinion expressed above, we draw your
attention to the information relating to the Prestatherm and
TTAD case, which is described in paragraph 5.5. of the notes to
the annual accounts.
2. JUSTIFICATIONS FOR OUR ASSESSMENTS
In accordance with the provisions of article L. 225-235 of the
French Commercial Code relating to justifications for our assessments, we draw your attention to the following:
Accounting rules and principles
Paragraph 2 of the notes to the annual accounts relating to
accounting principles, rules and methods contains accounting
rules and methods relating to financial assets. As part of our
assessment of the accounting rules and principles adopted by
your Company, we have verified the appropriateness of the
accounting methods mentioned above and information supplied
in the notes to the annual accounts. We are satisfied that they
have been properly applied.
Accounting assessments
As mentioned above, the case against Prestatherm and TTAD is
addressed in the notes to the annual accounts. In the course of our
work, we assessed the risk analysis of the Company, based on the
information available. We verified the appropriateness of the position of Dynaction, which consisted of not establishing a provision,
in particular in cases where the size of a possible fine cannot be
calculated. These assessments are within the scope of our audit of
the annual accounts as a whole, and thus contributed our opinion,
expressed without reservation, in the first part of this report.
3. SPECIFIC VERIFICATIONS AND INFORMATION
We have also carried out, in accordance with professional standards applicable in France, specific verifications provided for in
the law. We have no comment to make in relation to the accurateness of, and conformity with, the annual accounts of information contained in the Management Report prepared by the
Board of Directors and documents addressed to shareholders on
the financial position of the Company and the annual accounts.
Pursuant to the law, we have ascertained that the information
relating to equity investments, as well as the monitoring and
identity of shareholders and holders of voting rights, has been
provided in the management report.
Paris and Paris-La Défense, 31 May 2005
Statutory Auditors
PricewaterhouseCoopers Audit
Olivier Thibault
Audit Synthèse
Thibaut de Lembeye
78
STATUTORY AUDITORS’ SPECIAL REPORT
ON REGULATED AGREEMENTS
In accordance with the mission entrusted to us by the General
Meeting, we present to you our report on regulated agreements.
Our role was not to verify the possible existence of other agreements, but rather to disclose, based on information at our disposal, the main features, terms and conditions of those that have
been brought to our attention. Nor have we been asked to
express an opinion on their usefulness or the grounds on which
they are based. In accordance with the terms of article 92 of the
decree of 23 March 1967, it is incumbent upon you to assess the
benefit for the Company of entering into these agreements with
a view to the approval of the same.
Agreements authorised during the year
We inform you that we have received no new information on any
agreement concluded during the year in review, in accordance
with article L. 225-38 of the French Commercial Code.
Agreements authorised during previous years
whose execution continued during the year
In accordance with the decree of 23 March 1967, we have been
informed that the following agreements, which were authorised
in previous years, continued to run during the year in review.
Terms: general assistance services and specific missions recorded
in the Company accounts are remunerated at a rate of EUR 1,296
per day. In 2004, turnover from these services totalled
EUR 140,253.
Board of Directors: amendment of 23 April 2002.
Companies
(amounts in EUR)
56,406
PCAS
83,847
Total
140,253
2. With Médiascience International
Nature and objective: overdraft granted to Médiascience
International.
Details: the overdraft extended by Dynaction to Médiascience
International came to EUR 510,979.08 as at 31 December 2004.
This overdraft does not accrue interest.
Board of Directors: 21 October 2002.
We have carried out our audit in accordance with professional
standards applicable in France. In accordance with these standards, we are required to perform procedures in order to verify
the conformity of information with which we have been provided
with the original documents from which they have been taken.
1. With PCAS
A. Treasury agreement
Nature and objective: the creation of a EUR 15.2 million advance
fund for use as required. This advance fund accrues interest equal
to the 3-month Euribor rate, set on the first working day of each
year, plus 0.76%.
This advance fund is frozen until loans taken out by PCAS from
banks in 2001 and 2004 are repaid in 2009.
Duration: one year from 1 April 2001, then renewed each year by
tacit agreement, except if cancelled by either party.
Terms: interest invoiced for 2004 totalled EUR 431,763.28.
As at 31 December 2004, the balance of the current account was
EUR 15,200,000.
Board of Directors: 5 March 2001.
B. General assistance agreement
Nature and objective: Dynaction provides its subsidiaries with
the following services:
• general assistance services, in particular in administration,
accounting and finance;
• specialist services to carry out specific missions of a general
management nature.
Amounts invoiced
by Dynaction in 2004
Statutory Auditors
Olivier Thibault
Audit Synthèse
Thibaut de Lembeye
STATUTORY AUDITORS’ REPORT ON PLANS
FOR A REDUCTION IN SHARE CAPITAL
THROUGH THE CANCELLATION OF SHARES
ACQUIRED OR TO BE ACQUIRED
As Statutory Auditors of Dynaction, and in accordance with the
mission provided for in article L. 225-209, paragraph 4 of the
French Commercial Code, in the event of a reduction in share capital through the cancellation of shares acquired or to be
acquired, we have prepared this report in order to draw your
attention to the causes and conditions for the planned share
capital reduction.
We have carried out our work in accordance with professional
standards applicable in France. In accordance with these standards, we are required to perform procedures in order to examine
whether the causes and conditions for the planned share capital
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reduction are appropriate. This operation is in connection with
the acquisition by your Company of up to 10% of its own share
capital, in accordance with the conditions provided for in article
L. 225-209, paragraph 4 of the French Commercial Code.
This authority to acquire shares is recommended for approval
by the General Meeting and, if approved, will be valid for
18 months.
The Board of Directors has asked that you delegate to it the
authority necessary to cancel up to 10% of its share capital
acquired every 24 months in the course of the authorisation for
your Company to acquire its own shares, for a period of 18 months.
We have no comment to make in relation to the causes and conditions of the planned share capital reduction, except that it cannot
take place unless the Company’s General Meeting first approves the
acquisition by the Company of its own shares.
Statutory Auditors
Olivier Thibault
Audit Synthèse
Thibaut de Lembeye
SPECIAL STATUTORY AUDITORS’ REPORT
ON PLANS FOR SECURITIES ISSUES
As Statutory Auditors of Dynaction, and in accordance with
the mission provided for in articles L. 225-135, L. 228-92 and
L. 228-95 of the French Commercial Code, we present to you the
Company’s plans for securities issues, with and without preferential subscription rights, operations on which you are called to
vote in the second and third resolutions.
The Board of Directors proposes, in the context of article
L. 225-129, paragraph 3 of the French Commercial Code, that you
delegate to it for a period of 26 months the authority to approve
the details of these operations and, where appropriate, to
renounce your preferential subscription rights in the third resolution. The maximum capital increase that would result from
these issues would be EUR 4,575,000. In the event of an issue of
debt securities, the maximum debt that would result from this
operation would be EUR 45,735,000.
We have performed our role in accordance with professional standards applicable in France. In accordance with these standards,
we are required to perform procedures in order to verify the terms
for the setting of the issue price. Since the issue price for share
capital to be issued is not fixed, we have not expressed an opinion on the definitive conditions under which these issues will
take place and, as a result, on the proposal that you surrender
your preferential subscription right in connection with the operations subject to your approval.
In accordance with article 155-2 of the decree of 23 March 1967,
we will prepare a Complementary Report at the time of the share
issues by the Board of Directors or Chairman.
Statutory Auditors
Olivier Thibault
Audit Synthèse
Thibaut de Lembeye
SPECIAL STATUTORY AUDITORS’ REPORT ON
THE CAPITAL INCREASE IN CONNECTION WITH
THE EMPLOYEE SHARE SUBSCRIPTION SCHEME
As Statutory Auditors of Dynaction, and in accordance with the
mission provided for in articles L. 225-135 and L. 225-138 of the
French Commercial Code, we present to you our report on the
plan for a capital increase reserved for members of a company
savings scheme and/or a voluntary save-as-you-earn scheme provided by the Company and companies linked to it, under the conditions provided for in legislation currently in force. You are
called upon to express an opinion on this operation.
The Board of Directors, in accordance with the provisions of article
L. 225-129 VII of the French Commercial Code, proposes that you
delegate to it the authority necessary to approve the details of
the increase in the share capital of the Company, under the conditions provided for in article 443-5 of the French Labour Code,
and that you surrender your preferential subscription rights.
The maximum nominal value of shares that can be issued thus is
set at EUR 395,502. We have performed our role in accordance
with professional standards applicable in France. In accordance
with these standards, we are required to perform procedures in
order to verify the terms for the determination of the issue price.
Pending the subsequent examination of the conditions for the
proposed capital increase, we have no comment to make on the
terms for the determination of the issue price contained in the
Board of Directors’ Report.
Since the issue price for share capital to be issued is not fixed,
we have not expressed an opinion on the definitive conditions
under which these issues will take place and, as a result, on the
proposal that you surrender your preferential subscription right
in connection with the operations subject to your approval.
In accordance with article 155-2 of the decree of 23 March 1967,
we will prepare a Complementary Report at the time of the share
issues by the Board of Directors.
Statutory Auditors
Olivier Thibault
Audit Synthèse
Thibaut de Lembeye
Resolutions
80
ORDINARY GENERAL MEETING
Second resolution
First resolution
The Ordinary General Meeting verifies that the annual accounts
for the year ending 31 December 2004 show a net loss of
EUR 1,026,115.06. The Meeting approves the plan for the appropriation of the result presented by the Board of Directors, and
has decided to allocate the result as follows:
Having heard the reports on the annual accounts for the year
ending 31 December 2004 prepared by the Board of Directors and
the Statutory Auditors — reports which show a net loss of
EUR 1,026,115.06 — the Ordinary General Meeting hereby
approves the accounts as presented, as well as the transactions
reflected or summarised in the same.
In accordance with article 223 quater of the French General Tax
Code, the Ordinary General Meeting hereby approves non taxdeductible expenses and charges totalling EUR 10,425.25.
As a consequence, the Ordinary General Meeting gives its full and
final approval for the management of the Board of Directors for
the year ending 31 December 2004.
Composition of loss to be allocated
(in EUR)
Profit and loss account brought forward
–49,947.65
Profit (loss) for the year
–1,026,115.06
Total
–1,076,062.71
Allocation of profit (loss)
(in EUR)
Allocation to profit and loss
account brought forward
–1,026,115.06
The profit and loss account brought
forward balance now has a debit balance of
–1,076,062.71
Dividends paid in the previous three years, together with the corresponding tax credit, were as follows:
Year
No. of
shares
Net
dividend
(in EUR)
at 50%
at 25%
2001
3,310,883
–
–
–
–
–
2002
3,357,276
0.50
0.25
0.13
0.75
0.63
2003
3,357,276
–
–
–
–
–
Third resolution
Having heard the special reports by the Statutory Auditors on the
agreement referred to in articles L. 225–38 of the French
Commercial Code (previously articles 101 of the Companies Act of
24 July 1966), the Ordinary General Meeting hereby approves
each of the agreements cited individually and successively, in
the order in which they were presented and mentioned.
Tax credit
Actual income
50%
25%
tax
tax
credit
credit
the year ending 31 December 2004, including the consolidated
balance sheet, income statements and notes to the annual
accounts, as presented, as well as the operations contained or
summarised in the same. It establishes the net loss for the year
recorded by the Group at EUR 5,862,318.
As a consequence, the Ordinary General Meeting gives its full and
final approval for the management of the Board of Directors for
the year ending 31 December 2004.
Fourth resolution
Having heard the report on the management of the Group
included in the Board of Directors’ Report and the Statutory
Auditors’ Report on the consolidated accounts, the Ordinary
General Meeting hereby approves the consolidated accounts for
Fifth resolution
Having heard the Board of Directors’ Report, the Ordinary General
Meeting authorises the Board, as of today, to trade shares in the
Company on the share market as per the details provided for in
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articles L. 225–209 of the French Commercial Code (previously articles
217-2 of the Companies Act of 24 July 1966) in order of priority, to:
• acquire and sell shares in the Company on the share market,
according to market conditions and the objectives of management;
• acquire shares in the Company that can be held, sold, transferred or exchanged, in whole or in part, in order to facilitate
financial transactions (including the acquisition of shares with
the exercise of rights that come with securities granting the right
via redemption, conversion, exchange or presentation of a warrant or any other means to acquire shares in the Company), or
the growth of the Company;
• acquire and sell shares in the Company in order to distribute
them among personnel and/or management, in accordance with
the conditions and the details provided for in the law, in particular in connection with a view to sharing in the fruits of the
expansion of the Company, through a share option plan and/or
the acquisition of shares or a company savings scheme;
• acquire shares in the Company for the purpose of cancelling up
to 10% of the Company’s share capital, in connection with the
authorisation for a reduction in share capital referred to in the
first resolution of the Extraordinary General Shareholders’
Meeting of 30 June 1999 and its renewal, which was approved by
the Extraordinary General Shareholders’ Meeting of 21 June 2001
(first resolution), the Extraordinary General Meeting of 28 June
2002 (first resolution), the Extraordinary General Meeting of
17 June 2003 (first resolution) and the Extraordinary General
Meeting of 17 June 2004 (first resolution). Any means can be
used in the acquisition, cession, transfer or exchange of these,
whether on the share market, by private transaction or via the
use of derivative financial instruments.
The General Meeting has decided that:
• the Company may not disburse more than EUR 8,239,600 on the
acquisition of its own shares;
• the maximum number of shares that the Company can buy
under the terms of this resolution must not exceed 10% of its
share capital as stipulated in article L. 225-209 of the French
Commercial Code (previously article 217-2 de the Companies Act
of 24 July 1966), the equivalent of 329,584 shares.
The General Meeting has decided that the minimum and maximum sale and acquisition price for the shares will be as follows:
• maximum acquisition price: EUR 25.00 per share, excluding
acquisition costs;
• minimum sale price: EUR 8.00 per share, excluding sale costs.
Nevertheless, if all or part of the shares acquired by virtue of this
delegation of authority were to be used to grant share options in
accordance with article L. 225-179 of the French Commercial
Code (previously article 208-3 of the Companies Act of 24 July
1966), the sale price will then be set in accordance with legal
provisions governing share options.
In the event of a capital increase via the incorporation of
reserves or the allocation of bonus shares, or in the event of a
share split or reverse share split, the prices stated above will be
adjusted by a coefficient equal to the ratio between the number
of shares that comprise the Company’s share capital before the
operation and the number of shares that comprise the Company’s
share capital after the operation.
In order to ensure the implementation of this delegation, the
Board of Directors is hereby given full authority, together with
the power to delegate to its Chairman, to:
• establish, subject to the approval of the Financial Markets
Authority and publish a prospectus for the share acquisition
program;
• issue any market order and enter into any agreement, in particular with a view to keeping a record of share acquisitions and sales;
• make any declarations, comply with any other formalities and,
more generally, perform any necessary tasks.
This authorisation for the acquisition and sale of shares supersedes all prior authorisations of a similar nature, in particular
that given under the fifth resolution approved by the Ordinary
General Shareholders’ Meeting of 17 June 2004. This authorisation will remain in effect until the Annual Ordinary General
Shareholders’ Meeting called to approve the Company’s annual
accounts for the year ending 31 December 2005.
The Board of Directors will inform the Annual Ordinary General
Shareholders’ Meeting of operations conducted by virtue of this
resolution.
Sixth resolution
The General Meeting set the total amount to be paid as directors’
fees to the Board of Directors at EUR 228,675 for 2005.
Seventh resolution
Having heard the report prepared by the Board of Directors, the
Ordinary General Meeting decided to renew the mandate of:
Christian Moretti, a French national residing at 6 Lytton Court14 Barter Street – London WC1A 2AH (Great-Britain), born
21 January 1946 in Nice, as Director for a six-year term until the
end of the Ordinary General Meeting that will approve the annual
accounts for 2010.
82
Eighth resolution
The mandates of the Statutory Auditors expire at the end of
this Meeting. The General Meeting has made the following
appointments:
• PricewaterhouseCoopers Audit, of 32 rue Guersant in the 17th
arrondissement of Paris represented by Olivier Thibault, as
Statutory Auditor for a period of six years to expire at the end of
the Ordinary General Meeting called to approve the annual
accounts for the year ending 31 December 2010;
• Pierre Coll, of 32 rue Guersant in the 17th arrondissement of
Paris, as Alternate Statutory Auditor for a period of six years to
expire at the end of the Ordinary General Meeting called to approve
the annual accounts for the year ending 31 December 2010;
• Audit Synthèse, of 19 avenue de Messine in the 8th arrondissement of Paris represented by Olivier Thibault, as Statutory
Auditor for a period of six years to expire at the end of the
Ordinary General Meeting called to approve the annual accounts
for the year ending 31 December 2010;
• Hervé Sichel Dulong, of 6 rue de la Rosière in the 15th
arrondissement of Paris, as Alternate Statutory Auditor for a
period of six years to expire at the end of the Ordinary General
Meeting called to approve the annual accounts for the year ending 31 December 2010.
Ninth resolution
The Ordinary General Meeting gives full authority to the bearer of
a copy of an extract of the minutes of the deliberations to carry
out any lodgement and publication formalities provided for in
the law, as well as to sign any documents or declarations and, in
general, perform any necessary tasks.
EXTRAORDINARY GENERAL MEETING
First resolution
Having heard the Board of Directors’ Report and the Statutory
Auditors’ Special Report in connection with the authorisation of
the acquisition of own shares by the Company conferred by the
Annual Ordinary General Meeting held, the Extraordinary General
Meeting authorises the Board of Directors, which may delegate
the task to its Chairman, effective as of that day and in accordance with provisions of article L. 225-209 of the French
Commercial Code (previously article 217-2 of the Companies Act
of 24 July 1966), to:
• reduce share capital by up to EUR 1,977,505 via the cancellation of all or part of the shares bought, i.e. no more than
329,584 shares, after rounding, eligible for dividends from the
acquisition date;
• allocate the difference between the acquisition value of the
shares cancelled and their nominal or par value, in the event of
the absence of any reference to nominal value in the by-laws, to
premiums and available reserves.
The General Meeting confers the authority necessary to the Board
of Directors, which may delegate the task to its Chairman, to fix
terms and conditions, settle disputes, verify the reduction(s) in
capital resulting from cancellations authorised by this resolution, amend the by-laws of the Company, where appropriate, and
more generally perform any necessary tasks to ensure the successful completion of said operation.
This authorisation, which supersedes all prior delegations, is
granted to the Board of Directors for a period of 18 months from
the date of this Meeting.
Second resolution
Auditors’ Special Report, the Extraordinary General Meeting:
1. conferred upon the Board of Directors, which may delegate
the task to its Chairman and in accordance with the provisions of
paragraph 3 of article L. 225-129 of the French Commercial Code,
the authority necessary to issue, when and in the proportions it
deems appropriate, either in France or abroad, shares and/or
securities — including warrants not reserved for designated beneficiaries — that confer an entitlement to shares in the Company.
Said shares will confer the same rights as previously-issued
shares, subject to their vesting date;
2. decided that imminent and/or future increases in share capital by virtue of this delegation cannot exceed a nominal value of
EUR 4,575,000, an amount to which the nominal amount of additional shares to be issued to preserve the rights of the owners of
securities that confer rights to shares will eventually be added,
in accordance with the law;
3. decided that the nominal value of debt securities to be issued
in the short-term by virtue of this delegation will be limited to
EUR 45,735,000, or the value in exchange of this amount in the
event of an issue in a foreign currency or accounting units set
according to a basket of currencies;
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4. decided that in the event of a subscription offer, shareholders will, under the conditions provided for in the law, be able to
exercise their irrevocable preferential subscription rights. In
addition, the Board of Directors will be authorised to grant
shareholders irrevocable subscription rights for a number of
irrevocable securities greater than that to which they would be
able to subscribe, in proportion to the subscription rights available to them, and, in any case, within the limits of their demand.
If irrevocable subscriptions and, where appropriate, revocable
subscriptions have not absorbed a whole securities issue, the
Board of Directors will be able to resort to one or more of the following measures in the order they see fit:
• limit the issue to the value of subscriptions received, on the
condition that these subscriptions be equal to at least threequarters of the intended issue value;
• allocate all or part of the unsubscribed irrevocable securities
and, where appropriate, revocable securities for free;
• offer all or part of the unsubscribed securities to the public;
5. decided that the issue of subscription warrants for shares in
the Company can take place either via a subscription offer under
the conditions mentioned above or a free allocation to existing
shareholders.
In the event of a free allocation of warrants, the Board of
Directors will have the authority to decide that the allocation
rights that make up odd lots of shares will not be negotiable and
that the corresponding warrants will be sold. Proceeds from the
sale will be allocated to holders of voting rights no later than
30 days after the date of inscription of all warrants allocated to
them into their account;
6. has verified and decided, as appropriate, that this delegation:
• will give full voting rights to holders of securities that confer
future entitlement to shares in the Company to be issued in the
short-term, and the surrender by shareholders of preferential
subscription rights to shares to which these securities confer
voting rights;
• will incorporate the express surrender by shareholders of their
preferential subscription right to shares that will give them
rights to securities to be issued in the short-term as convertible
bonds;
7. decided to expressly renounce preferential subscription rights
held by shareholders to shares to which securities to be issued in
the short term as warrants not reserved for designated beneficiaries will confer entitlement;
8. decided that the amount received or to be received by the
Company for each share issued in connection with this delegation, after taking into account, in the case of the issue of warrants not reserved for designated beneficiaries, of the issue price
of said warrants, will be equal to at least 80% of the average
share price of the Company on the share market for 10 consecutive sessions chosen from the 20 trading sessions prior to the
beginning of the issue of the aforementioned securities, after,
where appropriate, the adjustment of said average to take into
account the difference in the vesting date;
9. decided that with regards to the issue of bonds in the form of
warrants for share subscriptions, bonds exchangeable for shares,
even bonds convertible into shares and warrants not reserved for
designated beneficiaries, the subscription price of said securities
will be set by the Board of Directors based on the value of the
share in the Company, as approved by the Board;
10. decided that the Board of Directors will have the authority,
which may delegate the task to its Chairman, to implement this
delegation, for the particular purpose of setting the dates and
terms and conditions of issues, as well as the form and characteristics of the securities to be issued, approve the conditions
and price of issues; set the number of shares to be issued; determine the listing date, retroactively or otherwise, of securities to
be issued and, where appropriate, the conditions for the acquisition of the same; suspend, where appropriate, the exercise of
rights to the allocation of shares attached to the securities to be
issued for a period of no more than 3 months; set the terms and
conditions according to which the preservation of the rights of
owners of securities that give the holder rights to share capital
in the future will be assured, where appropriate, in accordance
with legal and regulatory provisions; proceed, where appropriate,
to any imputations on issue premium(s), in particular those for
costs associated with issues; and in general take any useful provisions and enter into any agreements aimed at the success of
planned issues, verify any capital increase(s) resulting from any
issue that takes place under the auspices of this delegation, and
make any corresponding amendment to the by-laws.
In the event of a debt security issue, the Board of Directors will
have the authority, which it may delegate to its Chairman, in particular to decide on its subordinated status or otherwise and set the
interest rate, duration, variable of fixed redemption price, with or
without a premium payable, and terms and conditions of amortisation as a function of market conditions and conditions under which
these securities will confer entitlement to shares in the Company;
84
11. decided that this delegation, which supersedes all prior
delegations of a similar nature, is granted to the Board of
Directors for a period of 26 months from the date of this Meeting.
Third resolution
Auditors’ Special Report, the Extraordinary General Meeting:
1. conferred upon the Board of Directors, with the authority to
delegate tasks to its Chairman in accordance with the provisions
of paragraph 3 of article L. 225-129 of the French Commercial
Code, the authority necessary to issue shares and/or securities
– including warrants not reserved for designated beneficiaries –
that confer entitlement to shares in the company that in turn
confer the same rights as existing shares, subject to their vesting date, by tapping the market on or more occasions as deemed
appropriate in terms of timing and size, in France or abroad;
2. decided that imminent and/or future increases in share capital by virtue of this delegation cannot exceed a nominal value
of EUR 4,575,000, an amount to which the nominal amount of
additional shares to be issued to preserve the rights of the owners of securities that give rights to shares will eventually
be added, in accordance with the law;
3. noted that the values referred to in this and the previous resolution are not cumulative;
4. decided that this capital increase can result from the exercise
of a right of allocation, conversion, exchange, redemption or
presentation of a warrant or any other means resulting from all
securities issued by any Company in which the Company holds,
either directly or indirectly, more than half the shares with the
consent of the latter;
5. decided that the nominal value of debt securities to be issued
in the short-term by virtue of this delegation will be limited to
EUR 45,735,000, or the value in exchange of this amount in the
event of an issue in a foreign currency or accounting units set
according to a basket of currencies;
6. decided to surrender the preferential subscription rights of
shareholders to securities to be issued, given that the Board of
Directors can grant shareholders a priority subscription facility
for all or part of the issue for a period and under the conditions
set by the Board. This priority will not give rise to the creation
of negotiable rights;
7. decided that if subscriptions from shareholders and the public have not absorbed a whole securities issue, the Board of
Directors will be able to resort to one or more of the following
measures in the order determined by it:
• limit the issue to the value of subscriptions received, on the
condition that these subscriptions are equal to at least threequarters of the intended issue value;
• allocate all or part of the unsubscribed irrevocable securities
and, where appropriate, revocable securities for free;
8. has verified and decided, as appropriate, that this delegation:
• will give full voting rights to holders of securities that confer
future entitlement to shares in the Company to be issued in the
short-term, and the surrender by shareholders of preferential
subscription rights to shares to which these securities confer voting rights;
• will incorporate the express surrender by shareholders of their
preferential subscription right to shares that will give them
rights to securities to be issued in the short-term as convertible
bonds;
9. decided to expressly renounce preferential subscription rights
held by shareholders to shares to which securities to be issued in
the short term as warrants not reserved for designated beneficiaries will confer entitlement;
10. decided that the amount received or to be received by the
Company for each share issued in connection with this delegation, after taking into account, in the case of the issue of warrants not reserved for designated beneficiaries, of the issue price
of said warrants, will be equal to at least 80% of the average
share price of the Company on the share market for 10 consecutive sessions chosen from the 20 trading sessions prior to the
beginning of the issue of the aforementioned securities, after,
where appropriate, the adjustment of said average to take into
account the difference in the vesting date;
11. decided that with regards to the issue of bonds in the form
of warrants for share subscriptions, bonds exchangeable for
shares, bonds convertible into shares and warrants not reserved
for designated beneficiaries, the subscription price of said securities will be set by the Board of Directors based on the value of
the share in the Company, as approved by the Board based on the
price stipulated in paragraph 10 above;
12. decided that the Board of Directors will be able to use all or
part of this delegation to allocate securities to a public exchange
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offer initiated by the Company, within the limits and under the
conditions provided for in the law;
13. decided that the Board of Directors will have the authority,
delegation, for the particular purpose of setting the dates and
terms and conditions of issues, as well as the form and characteristics of the securities to be issued, approve the conditions
and price of issues; set the number of shares to be issued; determine the listing date, retroactively or otherwise, of securities to
be issued and, where appropriate, the conditions for the acquisition of the same; suspend, where appropriate, the exercise of
rights to the allocation of shares attached to the securities to be
issued for a period of no more than 3 months; set the terms and
conditions according to which the preservation of the rights of
owners of securities that give the holder rights to share capital
in the future will be assured, where appropriate, in accordance
with legal and regulatory provisions; proceed, where appropriate,
to any imputations on issue premium(s), in particular those for
costs associated with issues; and in general take any useful provisions and enter into any agreements aimed at the success of
planned issues, verify any capital increase(s) resulting from any
issue that takes place under the auspices of this delegation, and
make any corresponding amendment to the by-laws.
In the event of a debt security issue, the Board of Directors will
have the authority, which it may delegate to its Chairman, in particular to decide on its subordinated status or otherwise and set the
interest rate, duration, variable of fixed redemption price, with or
without a premium payable, and terms and conditions of amortisation as a function of market conditions and conditions under which
these securities will confer entitlement to shares in the Company;
14. decided that this delegation, which supersedes all prior delegations of a similar nature, is granted to the Board of Directors
for a period of 26 months from the date of this Meeting.
Fourth resolution
Having heard the Board of Directors’ Report, the Extraordinary
General Meeting, which satisfied the conditions of quorum and
majority required for General Meetings:
1. delegated to the Board of Directors, with the authority to delegate the task to its Chairman, the authority necessary to
increase share capital as and in the proportions and when it sees
fit, via the incorporation of reserves, profits, premiums and other
amounts the capitalisation of which will be admitted, in conjunction with a capital increase in cash carried out by virtue of
the third or fourth resolution above, as allocations of free shares,
an increase in the nominal value of existing shares or even of the
par value of existing shares in the event of the absence of any
reference to nominal value in the by-laws, or a combination of
the two operations;
2. decided that the nominal value of increases in share capital
pursuant to this delegation cannot exceed EUR 4,575,000;
3. noted that the amounts referred to in this resolution and the
two preceding resolutions are not cumulative;
4. decided that the Board of Directors will have full authority,
delegation in particular to:
• approve the Details and conditions of operations authorised,
and in particular to set the amount and type of reserves and premiums to be incorporated into the capital; set the number of new
shares to be issued or the nominal proportion of existing shares
(or the par value of existing shares in the event of the absence
of any reference to nominal value in the by-laws) by which the
share capital will be increased; the date, even if retroactive, from
which new shares will come into effect or from which the
increase in the nominal share price (or the par value of existing
shares in the event of the absence of any reference to nominal
value in the by-laws) will take effect and proceed, where appropriate, to any imputations on issue premium(s), in particular
costs associated with the implementation of issues;
• decide, where appropriate, notwithstanding the provisions of
article L. 225–149 of the French Commercial Code, that the rights
that make up odd lots of shares are not negotiable and that the
corresponding shares are to be sold. Proceeds from the sale will
be allocated to holders of voting rights no later than 30 days
after the date of inscription of all coupons allocated to them into
their account;
• take any measures and enter into any agreements necessary in
order to ensure the success of the operations planned and, in
general, take any steps and fulfil any formalities necessary in
order to render permanent any increase(s) in capital that may
take place by virtue of this delegation, as well as to make any
corresponding amendments to the by-laws;
5. decided that this delegation, which supersedes any prior delegation of a similar nature, is granted to the Board of Directors
for a period of 26 months from the date of this General Meeting.
86
Fifth resolution
Having heard the Board of Directors’ Report, the Extraordinary
General Meeting:
decided to renew the authorisation of the Board of Directors to
use all or part of their delegations of authority, in order to
increase share capital, via an issue of shares and/or securities
that give the holder the right to shares, not reserved for specific
beneficiaries, in the event of a takeover bid or exchange offer
involving securities issued by the Company.
Full authority is given to the Board Chairman to request the
admission to negotiations on a regulated market the securities
thus created. In accordance with the provisions of article
L. 225-129 IV of the French Commercial Code, this authorisation
is given to the Board of Directors, which may delegate the task
to its Chairman, until the Annual Ordinary General Shareholders’
Meeting called to approve the annual accounts for the year ending 31 December 2005.
Sixth resolution
Auditors’ Special Report, the General Meeting, having met the
conditions of quorum and majority stipulated for Extraordinary
General Meetings and in accordance with the provisions of the
French Commercial Code, in particular paragraphs 1 and 2 of
paragraph VII of article L. 225-129 and article L. 225-138 and,
on the other hand, articles L. 443-1 of the French Labour Code:
1. delegated to the Board of Directors the authority necessary
to implement one or more share capital increases, at its own
discretion, via the issue of shares reserved for members of a
company savings scheme and/or a voluntary save-as-youearn scheme;
2. decided that the beneficiaries of authorised increases in capital will be, either directly or by way of a company funds manager, members of a company savings scheme and/or a voluntary
save-as-you-earn scheme established by the Company and companies attached to it under the conditions provided for in legal
texts currently in force and which, in addition, will satisfy any
conditions set by the Board of Directors;
3. decided that this delegation incorporates the express surrender by shareholders of their preferential subscription rights to
these beneficiaries;
4. set the period of validity for this delegation at 26 months, as
of the date of this General Meeting;
5. set the maximum nominal value of shares that can be thus
issued at EUR 395,502. This limit is fixed independently, so that
the nominal value of shares to be issued by virtue of this delegation is allocated to the limit established for capital increases
that the Board of Directors is authorised to carry out by virtue of
the second, third, fourth and fifth resolutions of this Meeting;
6. decided that the price of the shares to be issued, in accordance
with point 1 of this delegation, cannot be more than 20% less
than the average quoted price of the share in the twenty sessions
of the Bourse prior to the date of the decision on the capital
increase by the Board of Directors, or 30% when as part of a voluntary save-as-you-earn scheme, nor higher than that price;
7. decided that the Board of Directors will have full authority,
within the limits and under the conditions stated above, as well
as those set in legislation and regulations currently in force, to
take any measures necessary to implement capital increases and,
where appropriate, the allocation of free shares or other titres
that give the holder access to capital and, in particular, set the
conditions and details of the same, make any corresponding
changes to by-laws, imputer any costs against premiums paid at
the time of the share issue and remove from this amount sums to
be allocated to bring legal reserves up to a tenth of the new level
of capital after each capital increase.
Seventh resolution
The General Meeting gives the bearer of a copy or an extract of
the minutes of proceedings full authority to undertake any submission and publication formalities provided for in the law, as
well as to sign any documents and declarations and, in general,
perform any necessary tasks.

DYNA 2004-SOCIAUX_BS-GB-18/08

Transcription

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