LIST OF DOCUMENTS AT SHAREHOLDERS DISPOSAL INTRODUCTION BROADCASTING FRANCE

Transcription

1 1 Disclaimer All forward-looking statements are TF1 management s present expectations of future events and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. 2 Sommaire LIST OF DOCUMENTS AT SHAREHOLDERS DISPOSAL INTRODUCTION BROADCASTING FRANCE ADVERTISING OTHER ACTIVITES STRATEGY 2006 FY ACCOUNTS QUESTIONS RESOLUTIONS 3 1

2 List of documents at shareholders disposal during the AGM 4 List of documents at shareholders disposal The Notification to attend the Meeting, released in : -the n 27 BALO issue dated March 2 nd, The n 23 Annonces de la Seine issue dated March 29 th, a copy of the notification sent to registered shareholders as from March 30 th, 2007 The copy of the letters sent to the Auditors on March 30 th, List of documents at shareholders disposal The Directors report to the AGM: - the Directors report to the AGM (ordinary part), - the Directors report to the AGM (extraordinary part), - the special report on stock option exercised or granted in 2006, - the special report on transaction of TF1 free shares attribution, - the special report on shares buy-back, - the Chairman s special report to the AGM on the conditions of preparation and organisation of the Board of Director s works and on the internal control procedures set up by the company. 6 2

3 List of documents at shareholders disposal Five years financial record Parent company financial statements year ended December 31, 2006: - Balance sheet, Profit and Loss Account and notes Consolidated financial statements year ended December 31, 2006: - Balance sheet, Profit and Loss Account and notes. 7 List of documents at shareholders disposal Statutory auditors reports The list of administrators mandates Informations on the Administrator, whose contract is due to be renewed, are mentionned in the AGM agenda Human resources report List of shareholders 8 List of documents at shareholders disposal Attendance sheet, shareholders proxy and votes, certificates of the authorized intermediary The resolutions The statutes 9 3

4 INTRODUCTION 10 TF1 Group revenue Broadcasting France TF1 Channel advertising Theme channels in France Téléshopping Internet TF1 Entreprises Other activities * Audiovisual rights TF1 Vidéo Catalogue ** 2,154 m 1,708 m 154 m 110 m 71 m 40 m 71 m 241 m 158 m 83 m International broadcasting 2006 consolidated revenue 259 m 2,654 m * Mainly : in-house production companies (incl. GLEM, Alma, TF1 Films Production, TAP, TPP), other 11revenue TF1 SA, TF1 Publicité ** Incl. TF1 International, TCM, Téléma New players on the market The Telecom operators (fixed and mobile) include audiovisual contents in their offers An example: Orange Orange TV screen Livebox Copyright : France Télécom (2006) 12 4

5 New players on the market The Telecom operators (fixed and mobile) include audiovisual contents in their offers December 2003 Launch of TV over ADSL by France Télécom and TPS December 2006 households receives TV over ADSL TPS L Source : Médiamétrie Q Audiovisual contents are watched on every network DTT adapters subscribers (Cable, TPS and Canalsat) households receives TV over ADSL people watches TV over mobile phones Source : GfK - Médiamétrie - REM - TSM 14 BROADCASTING FRANCE 15 5

6 The best news contents The key success factors Far ahead of its competitors (+ 4.8 m viewers vs. the 1 o clock news bulletin of France 2 and m viewers vs. the 8 o clock news bulletin of France 2) Audiences above news bulletin of biggest US networks. The best sports contents The biggest events are on TF & & Copyright : 2007 FOA Ltd. - Fédération Française de Football UEFA 2007 all rights reserved 16 - FIFA 2007 all rights reserved - RWCL 2007 all rights reserved The best French TV dramas The key success factors Exclusive productions strategy: Prestige dramas, 52 minutes dramas and recurrent heroes The best movies Contracts secured with US majors Investments in French movies: 48 m in The best US series The key success factors 7 out of the 10 best series in the US are on TF1 The best entertainment Sustainability of TF1 eventful shows Success of new access programmes in

7 TV: the only mass media in France Above Individuals 4+ watch every day! Source : Médiamétrie 2006 individuals aged 4 and above 19 TOP 100: a record since 1991! out of the 100 best audiences for TF1 in 2006 Source : Médiamétrie Top individuals An unchallenged leadership on every network... Indiv. 4+ Médiamat environment DTT environment Cable-sat environment Médiamétrie Médiamat - Indiv. 4+ (Audience share TF1) Médiamétrie - Nov-Dec 06 - Indiv. 4+ (Audience share TF1 + TMC) 21 Mediacabsat 11 - Dec 05 / June 06 Indiv. 4+ (PdA TF1 + TF1 Group theme channels) 7

8 ... and on the main advertising target Médiamat environment Cable-sat environment Women < 50 Médiamétrie Audience share 2006 Mediacabsat 11 - Dec 05 / June 06 (Audience share TF1) 22 (Audience share TF1 + TF1 Group theme channels) Historical record of audience for the World Cup semi-final France - Portugal Source : Médiamétrie July 5, 2006 Individuals A more and more attractive prime time viewers on average vs with 7.5 million Individuals on average (32.8% audience share) - best audience in prime time since 1994! Source : Médiamétrie 2006 vs individuals

9 Leading theme channels Source : Médiamétrie Mediacabsat 11 (Dec 05 June 06) Ind TF1 Group theme channels in France 2006 revenue 26 TF1 Group theme channels revenue 2008 revenue target 139 m 128 m 154 m

10 TF1 Group theme channels operating profit 2008 operating margin target m m m 28 TV: the only mass media in France The best of every genre of programmes on TF1 An unchallenged leadership on every network and every target Records of audience in 2006 A more and more attractive prime time Leading theme channels 29 ADVERTISING 30 10

11 2006 advertising growth GDP growth in TF1 : an advertising market share in increase Source : TNS Media intelligence TF1 : exclusivity of powerful ad breaks of the ad breaks above 12 GRP on Source : Médiamétrie Women <

12 ad breaks : efficient on every target Average audience (%) of ad breaks per channel and per target in 2006 whole day Wom < Men < France 2 France 3 M6 Wom with child AB+ Source : Mediamétrie / year 2006 / average audience in % of the targeted population 34 Launch of Windows Vista in France Copyright : 2007 Microsoft Corporation. All Rights Reserved. 35 Innovation: live TV advertising 36 12

13 2007: first steps for retailers on TV Investments on TF1 * 47.2 m (gross) invested in January-March 2007 TF1 advertising market share on the retail sector (excl. Mistergooddeal) * Coverage rate: 97% * 34 advertisers on TF1 Source : TNSMI January-March 2007 * Coverage rate and market share calculated 37 excluding Mistergooddeal (M6 Group) 2007: first steps for retailers on TV Retail on TV : an efficient start => A high level of memorisation by viewers => Strong increase of the retailers brand awareness Up to +10 points of spontaneous brand awareness Sofres survey in 2 waves / end Dec 06 and Jan 07 / 250 people interviewed 38 OTHER ACTIVITIES 39 13

14 AUDIOVISUAL RIGHTS 40 2 nd editor of the French market * DVD sold in 2006 (+13%) 13.2 m 23.1 m Number of DVD/K7 sold in million * Source : SEV 2006 (rent and sale). 41 A new way of video consumption End 2005: launch of the TF1 VOD website End 2006: agreements signed with Neuf Cegetel and Free 42 14

15 One of the first distributors in theatre Hors de Prix: 2.0 million viewers millions millions viewers viewers The Departed: 1.8 million viewers Eurosport International key figures 2006 key figures * Revenue: m (+ 6.5%) Operating result: 29.7 m (- 0.7%) Operating margin: 11.5% * Contribution of Eurosport International to TF1 Group consolidated financial statements 45 15

16 A 4.9% increase of the number of households receiving the channel in Europe households receive Eurosport in Europe* as of December 2006 including 62.6 million paying subscribers * Including Eurosport France 46 An extending coverage 47 Successful developments households as of December 2006 (mainly paying subs) 7 linguistic versions 18.8 million of visitors per month (December 2006) 48 16

17 Organiser of sports events Target : All media rights New revenue (field marketing) Through major international events A world championship WORLD TOURING CAR CHAMPIONSHIP: 11 stages of car races New events in 2007 revenue in 2006 INTERCONTINENTAL RALLY CHALLENGE: 9 rallies on 3 continents INTERNATIONAL FORMULA MASTER: 8 races of single-seaters on circuit GLOBAL CHAMPIONS TOUR: 8 jumping horse-riding shows 5 stars 49 Target: South-East Asia A successful implementation of the channel Eurosportnews subs in Asia at end 2006 * Launch in 2006 of a channel dedicated the Asia/Pacific ** => Target: position Eurosport on the multisport and live events channels Make a worldwide brand with Eurosport and set up a sustainable group in this promising area * Number of subs to Eurosportnews in Asia at end 2006 ** Hong-Kong, Singapore, Malaysia, Australia, 50 Indonesia... European sports website Year 2006 Unique visitors * Sports reach ** 1 BBC UK (excl. homepage) 5, % 2 Yahoo! Sports 3 Eurosport 4 Yahoo! FIFA World Cup 5,469 3,834 3, % 5.5% 5.0% 5 Sky Sports 3, % 6 Sport 1 online 2, % 7 AOL Sports 2, % Eurosport.com: 3 rd sports website in Europe Source : comscore * Monthly average in thousands ** Audience 51share among sports websites in Europe (sports reach) 17

18 Target: become the n 1 sports website in Europe! Copyright : 2007 Yahoo Inc. All Rights Reserved. 52 TELESHOPPING 53 Success of Internet and other developments Internet activity in 2006: + 52% 2006 revenue from new businesses: > 10 m (surinvitation.com, Infomercials, shops) 2006 revenue 54 18

19 Strong growth prospects Aggregated revenue of the last 3 years Target of aggregated revenue for the next 3 years 55 INTERNET 56 Outperforms the market tf1.fr network: 13 th French website* in terms of audience Strong growth of advertising revenue Audience: Internet market: + 21% - tf1.fr network: + 72% ** Medium term operating margin target > 10% Audience of the Network * *January 2007 ** Number of unique visitors - Source : Médiamétrie / Xiti / panel NielsenNetRatings / Cyberstat 57 Dec 06 vs. Dec 05 19

20 The Internet revolution! Copyright : 2007 Microsoft Corporation. All Rights Reserved

21 Copyright : 2007 Microsoft Corporation. All Rights Reserved. 61 STRATEGY 62 Target Be leader on every business With contents customized to each and every platform 63 21

22 An organisation by line of products Networks Genres TV Internet Mobility TF1 channel n 1 5 theme channels in the top 10 1st media website 13th website in France 3rd editor of mobile contents Commerce Sport News Cinema/Series Dramas Music / Games Entertainment Mobile & Podcast 1st youth website Youth Launch of youth Podcasts 64 Strategic issues Reinforce the share of voice of the Group Secure the access to multi-platforms rights Develop new activities Implement a strategy of multi-supports contents around key genres (news, sport, cinema...) Dynamise the International development 65 Conclusion Be leader on every business Increase the Group profitability 66 22

23 FY 2006 accounts 67 Parent company accounts 68 TF1 SA Profit and Loss Account m Variation Var % Turnover 1, , % Operating expenses Deprec., amort. and provision Other expenses Operating profit Financial profit/loss (1,561.8) (128.4) (74.7) (1,443.3) (146.4) (70.2) (118.5) 18.0 (4.5) (56.8) Exceptional profit/loss Employees profit ahring (8.2) (10.2) 2.0 Corporate income tax (76.9) (104.1) % (12.3%) 6.4% (19.4%) ns ns (19.6%) (26.1%) Net profit % 69 23

24 TF1 SA Balance sheet : net assets m 31/12/06 31/12/05 Intangible assets Tangible assets Financial assets 1, Fixed assets 1, ,127.1 Inventories Debtors* ,009.1 Market. Securities & cash at bank & in hand Current assets 1, ,471.1 Total assets 2, ,598.2 * Incl. prepaid expenses. prepayment and accrued income, unrealized losses/gains on foreign exchange, expenses to be spread over several years, premium on the redemption of the bond issues. 70 TF1 SA Balance sheet : liabilities m 31/12/06 31/12/05 Share capital Share premium Reserves 1, ,076.4 Shareholders funds 1, ,143.3 Provisions for liabilities and charges Financial creditors Other creditors* Total shareholders funds and liabilities 2, ,598.2 * Incl. prepaid income, unrealized losses/gains for foreign exchange 71 TF1 SA Cash Flow statement m 31/12/06 31/12/05 Cash position at beginning period Cash Flow Change in working capital needs 40.7 (78.3) Net cash inflow from operating activities Net cash inflow from investing activities (57.7) (59.6) Net cash inflow from financing activities (72.6) (152.9) Total change in cash position (82.0) Impact of reclassification of current accounts in opening balance sheet Cash position at end of period

25 Consolidated accounts 73 TPS As of 31/08/ Further to the approval of the Minister of the Economy, Finance and Industry, TF1 does not have any more the control of TPS - Deconsolidation of TPS in the financial statements as of 31/08/2006 As of 31/12/ TF1 brings its 66% stake in TPS to Canal+ France - TF1 gets in return a 9.9% stake in Canal+ France + put option exercised in February 2010 with a floor valuation of 746 m. 04/01/ Final agreement aimed at bringing together the pay TV businesses of Group Canal+ and TPS in France, in Canal+ France, new group controlled by Vivendi - Reimbursement of the 99 m advance (interests included) to Vivendi Impact of the sale of TPS on the financial statements Profit of discontinuing operations as of 31/12/2006: m (incl. share of result of TPS as of 31/08/2006: 41,8 m). 9.9% of Canal+ France in the balance sheet under non current financial assets: 629 m. 2007, 2008, 2009: change of the fair value of the put option booked in other non current operating income and expenses. 74 Key events Minority stake in AB Group December 2006: TF1 takes, under conditions, a 33.5% financial minority stake in AB Group for 230 m. Impact on the 2006 financial statements: no impact Consolidation in 2007 under associates Acquisition of 95% of 1001listes by Téléshopping Consolidation as of 31/12/2006 under the full consolidation method 75 25

26 TF1 gross margin operational breakdown m Change % TF1 channel advertising revenue 1, , % Advertising agency fees (81.0) (86.5) 5.5 (6.4%) Authors CNC TDF / Satellites / Transmissions (66.6) (84.8) (53.5) (63.2) (81.7) (54.9) (3.4) (3.1) % 3.8% (2.6%) Net revenue from broadcasting 1, , % Programming costs (excl. Football World Cup) (946.5) (919.4) (27.1) Football World Cup cost (113.6) % - Gross margin (79.9) (18.1%) 76 TF1 channel programming costs m Change % Entertainment (7.6) (2.8%) TV dramas and series % Sports (excluding Football World Cup)) % News (2.2) (1.9%) Movies (3.4) (2.9%) Youth % Total programming costs (excl. Football World Cup) % Football World Cup Total programming costs (incl. Football World Cup) 1, % 77 Consolidated income statement (1/2) m Change % Revenue 2, , % Other operating revenue External production costs Other purchases and changes in inventories Staff costs External expenses Taxes other than income taxes Depreciation and amortisation net Provision net Other operating income and expenses (0.1) (20.0%) (608.7) (648.9) 40.2 (6.2%) (581.4) (395.8) (185.6) 46.9% (382.7) (362.1) (20.6) 5.7% (504.7) (475.3) (29.4) 6.2% (136.1) (130.1) (6.0) 4.6% (85.5) (80.3) (5.2) 6.5% (26.0) (43.3) 17.3 (40.0%) (28.2) (34.1) 5.9 (17.3%) Current operating profit Operating margin (% of revenue) Other non-current operating income and expenses Operating profit (38.2) (11.3%) 11.3% 13.5% (14.2) ns (52.4) (14.8%) 78 26

27 Consolidated income statement (2/2) m Change % Operating profit (52.4) (14.8%) Cost of net debt Other financial income and expenses (11.6) (12.3) 0.7 (5.7%) (4.9) 0.6 (5.5) ns Income tax expense Tax rate Share of profits / losses of associates Net result from continuing operations (98.7) (115.5) 16.8 (14.5%) 34.7% 33.8% 13.1 (5.5) 18.6 (338.2%) (21.8) (9.9%) Profit of discontinuing operations Net profit Minority interests Net profit attributable to the Group ns % (0.2) (1.6) 1.4 (87.5%) % 79 Consolidated revenue by sector m Change % Broadcasting France Audiovisual rights 2, , % TF1 SA 1, , % Theme channels in France % Group Téléshopping % TF1 Entreprises % e-tf % In-house production companies % Others % % TF1 Vidéo (2.6) (1.6%) Catalogue % International broadcasting Other activities % 0.0 (5.1) 5.1 ns Total revenue 2, , % 80 Current operating profit by sector m Change % Broadcasting France (46.0) (15.8%) TF1 SA (38.5) (14.6%) Theme channels in France (13.4) (16.8) 3.4 (20.2%) Group Téléshopping % TF1 Entreprises (0.7) (10.6%) e-tf (2.5) (39.7%) In-house production companies (1.2) 3.3 (4.5) ns Others (3.7) (17.4%) Audiovisual rights % TF1 Vidéo (1.2) (7,1%) Catalogue % International broadcasting Other activities Current operating profit % 0.0 (5.4) 5.4 ns (38.2) (11.3%) 81 27

28 Consolidated balance sheet ASSETS ( m) 31/12/06 31/12/05 Intangible fixed assets Goodwill Property, plant and equipment Investments in associates Other financial assets Non current tax assets Non current assets 1, Inventories Trade and other debtors 1, ,252.7 Current tax assets Derivative instruments Cash and cash equivalents Current assets 2, ,975.8 Assets of held-for-sale operations Total assets 3, , Consolidated balance sheet SHAREHOLDERS EQUITY AND LIABILITIES ( m) 31/12/06 31/12/05 Shareholders funds (attributable to the Group) 1, ,051.1 Minority interest (0.1) (1.3) Shareholders funds 1, ,049.8 Long term debt Non current provisions Non current tax liabilities Non current liabilities Short term debt Derivative instruments Trade and other creditors 1, ,403.5 Current tax liabilities Current provisions Current liabilities 1, ,476.2 Liabilities of held-for-sale operations Total equity and liabilities 3, ,470.0 Financial net debt TOTAL GROUP Consolidated cash flow statement Cash flow statement summary ( m) Net profit Operating cash flow after cost of net debt and income taxes Income tax paid (112.0) (156.4) Change in operating working capital needs 42.4 (47.0) Net cash inflow from operating activities Incl. held-for-sale operations Net cash inflow from investing activities Incl. held-for-sale operations Net cash inflow from financing operations Incl. held-for-sale operations (135.4) (114.4) (23.8) (33.8) (159.1) (9.5) Total change in cash position Incl. held-for-sale operations (24.7) 0.8 Cash position at beginning of period Cash position at end of period

29 Key ratios Key ratios 31/12/06 31/12/05 31/12/04 Financial net debt (1) / Shareholders funds (Gearing) Financial net debt (1) / Cost of net debt (1) 27.9% 43.5% 42.4% Cash flow (2) / Financial debt (1) Diluted earnings per share ( ) continuing operations Diluted earnings per share ( ) incl. profit of discontinuing operations Dividend per share ( ) 0.85 * Pay-out ratio (%) (3) 92% 59% 62% (1) Continuing activities + discontinuing operations (2) Continuing activities only in 2006 and 2005 (3) Compared to the diluted earnings (continuing activities) in 2006 and compared to the diluted earnings (incl. profit of discontinuing operations) in 2004 and 2005 * Dividend proposed by the Board of Directors to shareholders met in AGM on April 17, Shareholding structure as of December 31, 2006 Others (excl. Europe) 12.5% Europe (excl. France) 17.4% 42.9% Treasury shares (2) 0.1% 27.1% Others France (1) (1) Incl. non identified holders (2) Shares cancelled on February 20 th, 2007 Source : Euroclear as of 31 December Employees as of December 31, 2006 Employees 31/12/06 31/12/05 TF1 SA 1,541 1,508 Subsidiaries* 1,957 2,454 Total* 3,498 3,962 * The decline of employees is linked to the sale of TPS

30 The TF1 share Evolution of the TF1 share in 2006: % janv Jan févr Feb mars Mar Apr avr May mai June juin Jul juil août Aug Sept sept Oct oct Nov nov déc Dec Volume TF1 20 days moving average CAC 40 rebased 88 QUESTIONS 89 RESOLUTIONS 90 30

31 Ordinary Part First Resolution Approval of the 2006 company accounts 91 Ordinary Part Second Resolution Approval of the 2006 consolidated accounts 92 Ordinary Part Third Resolution Approve the agreements and operations governed by article L of French Commercial Law (Code de Commerce) mentioned in the special report of the Statutory Auditors 93 31

32 Ordinary Part Fourth Resolution Approve the appropriation and distribution of profits and fixed the dividend per share at Ordinary Part Fifth Resolution Renew for a further two years the term in office of Patricia BARBIZET whose term as Director is due to expire at the end of this Annual General Meeting 95 Ordinary Part Sixth Resolution Renew for a further two years the term in office of Martin BOUYGUES whose term as Director is due to expire at the end of this Annual General Meeting 96 32

33 Ordinary Part Seventh Resolution Renew for a further two years the term in office of Olivier BOUYGUES whose term as Director is due to expire at the end of this Annual General Meeting 97 Ordinary Part Eight Resolution Renew for a further two years the term in office of Claude COHEN whose term as Director is due to expire at the end of this Annual General Meeting 98 Ordinary Part Ninth Resolution Renew for a further two years the term in office of Patrick LE LAY whose term as Director is due to expire at the end of this Annual General Meeting 99 33

34 Ordinary Part Tenth Resolution Renew for a further two years the term in office of Philippe MONTAGNER whose term as Director is due to expire at the end of this Annual General Meeting 100 Ordinary Part Eleventh Resolution Renew for a further two years the term in office of Etienne MOUGEOTTE whose term as Director is due to expire at the end of this Annual General Meeting 101 Ordinary Part Twelfth Resolution Renew for a further two years the term in office of Olivier POUPART LAFARGE whose term as Director is due to expire at the end of this Annual General Meeting

35 Ordinary Part Thirteenth Resolution Renew for a further two years the term in office of Haïm SABAN whose term as Director is due to expire at the end of this Annual General Meeting 103 Ordinary Part Fourteenth Resolution Renew the appointment for a further six financial years of the statutory auditor, Mazars & Guerard 104 Ordinary Part Fifteenth Resolution Renew the appointment for a further six financial years of the Alternate Auditor Thierry COLIN,

36 Ordinary Part sixteenth Resolution Authorise the implementation of a share acquisition programme enabling the company to buy back its own shares on the stock market. Such acquisition would be limited to 10% of total share capital. The maximum purchase price per share is to be set at 45 and the minimum selling price per share at Extraordinary Part Seventeenth Resolution Authorise the Board of Directors for the next 18 months to reduce the company s capital through the cancellation of treasury shares (limited to 10% of the capital) 107 Extraordinary Part Eighteenth Resolution Delegate full powers to the Board of Directors for the next 26 months to increase the company s capital, with preferential subscription rights maintained, by the issuance of shares or securities giving access to the company s capital

37 Extraordinary Part Nineteenth Resolution Delegate full powers to the Board of Directors for the next 26 months to increase the company s capital by incorporating premiums, reserves or profits 109 Extraordinary Part Twentieth Resolution Delegate full powers to the Board of Directors for the next 26 months to increase the capital, with the elimination of preferential subscription rights, via the issuance of shares or securities giving access to the company s capital 110 Extraordinary Part Twenty-First Resolution Authorise the Board of Directors, in respect of each of the issues decided pursuant to the 18th and 20th resolutions, to increase the number of shares to be issued during a period of thirty days from closing of subscriptions, up to a limit of 15%

38 Extraordinary Part Twenty-Second Resolution Authorise the Board of Directors for the next 26 months to set the issue price for public offerings, without preferential subscription rights, via the issuance of shares or securities giving access to the capital within the limits of 10% of the said capital 112 Extraodinary Part Twenty-third Resolution Autorise the Board of Directors for the next 26 months to proceed with capital increases to remunerate contributions in the form of shares or securities giving access to the capital 113 Extraordinary Part Twenty-Fourth Resolution Delegate full powers to the Board of Directors for the next 26 months to proceed with a capital increase, without preferential subscription rights, to remunerate shares tendered in share exchange offers launched by the company

39 Extraordinary Part Twenty-Fifth Resolution Delegate full powers to the Board of Directors for the next 26 months to issue any securities entitling the holder to debt securities 115 Extraordinary Part Twenty-sixth Resolution Delegate full powers to the Board of Directors to proceed with capital increases (limited to 10%) in favour of employees of the company or other group companies who are members of a company savings scheme 116 Extraordinary Part Twenty-seventh Resolution Authorise the Board of Directors for the next 18 months to use delegations and authorisations for the purpose of increasing the capital during a period of a public offering for the company s shares in accordance with the conditions provided in the 18th to 24th resolutions and 26th resolution

40 Extraordinary Part Twenty-Eigth Resolution Delegate full powers to the Board of Directors to issue share subscription warrants during a period of public offering for the company s shares 118 Extraordinary Part Twenty- Ninth Resolution Delegate full powers to the Board of Directors to grant options to subscribe or purchase shares 119 Extraordinary Part Thirtieth Resolution Bring into line the company s articles of incorporation with the provisions of Law No dated December 11, 2006, modifying Decree n of March 23, 1967 on commercial companies

41 Extraordinary Part Thirty-First Resolution Powers for registration and formalities