ORANGE S.A 21/05/2007 Combined
11)Approve Company Financial Statements;2)Discharge of the Board
2Presentation of the Group's Report and Financial Statements
3Approval of the appropriation of income and of the dividend
4Approval of regulated related-party agreements
5Approve buy-back of the company shares
6Election of Mme Claudie Haigneré as Director for a period of 5 years
7Change by-laws provisions in line with legal requirements: - modify By-laws to introduce the record-date system (D-3); - admission cards to attend general meetings can be requested; - change by-laws in line with legal requirements allowing for the members of the Board to attend the meetings by videoconference or telecommunication; - implementation of a new deadline to send proxies (3 pm the day before the general meeting); - validity requirements for the electronic signature; - imposed delays to communicate the appointment of general meetings.
8Global authorization to issue with pre-emptive subscription right shares or other securities giving way to new capital
9Global allowance for the issuance of capital related securities without pre-emptive right
10Dispensation of the usual rule to set the minimum issuance price without pre-emptive rights within the limit of 10% of stock capital with a minimum price of 90% of the market stock price.
11"Green shoe" authorization
12Approve issues of shares or other capital related securities as a payment for any public offer
13Delegation to issue shares and capital securities as consideration for contributions in kind made to the company
14Approve issuance by subsidiary companies of securities offering access to the company's capital stock
15Issue stock without pre-emptive subscription right for owners of warrants or shares of the Orange company who entered into a liquidity contract with France Télécom.
16Issue special warrants without preemption right for Orange Options Plans beneficiaries
17Limit capital Increases with or without pre-emption rights
18Issue Debt Instruments
19Increase authorized capital by transfer of reserves
20Approve issuance of new stock option plans (new or existing shares)
21Approve capital Increase for the employees
22Approve potential reduction of the company 's capital by cancellation of Treasury stocks
23Delegation of powers for the completion of formalities