Twelfth resolution

Twelfth resolution

(Determination of directors' fees)

The Annual Meeting sets at EUR 780,000 the maximum total annual amount of directors' fees payable to members of the Board of Directors, until further notice.

In accordance with section 243 bis of the French General Tax Code, directors' fees received by members of the Board do not qualify for the 50% reduction applicable to individual shareholders resident in France for tax purposes, as provided for by section 158-3 of the French General Tax Code.

Presentation of the resolution

The twelfth resolution sets at EUR 780,000 the maximum total annual amount of directors' fees payable to members of the Board of Directors. This authorisation replaces the figure of EUR 600,000 authorised by the Annual General Meeting of 23 May 2000, which has not been amended since that date. The sum fixed by the new authorisation would be some 15% lower than the average amount of 2004 directors' fees for CAC 40 companies.