FIRST RESOLUTION
(Approval of the company’s financial statements for the year ended November 30, 2010)
The Shareholders' Meeting, after a reading of the report from the Board of Directors, the Report from the Chairman of the Board on the work of the Board and internal control, and the reports of the Auditors, hereby approves the annual financial statements for the year ended November 30, 2010, which includes the balance sheet, the income statement and the notes, as presented to it by the Board of Directors, as well as the transactions represented in these statements and summarized in these reports, which show a net profit of €9,221,151.37.
The Shareholders’ Meeting duly notes that no expenditure as provided for under Article 39-4 of the French General Tax Code was made by the Company for the fiscal year ended November 30, 2010.
SECOND RESOLUTION
(Appropriation of earnings for the year ended November 30, 2010)
The Shareholders' Meeting, after a reading of the report of the Board of Directors, hereby allocates the profit for the year ended November 30, 2010, in the amount of €9,221,151.37, to retained earnings, which increases this item from €24,060,451.45 to €33,281,602.82.
Pursuant to Article 243 bis of the French General Tax Code, the Shareholders' Meeting notes that it has been reminded that over the course of the last three fiscal years dividends have been paid on the following basis:
| Fiscal Year |
Dividend |
Eligibility for tax allowance |
| 2007 |
€6.60 |
40 % |
| 2008 |
€1.51 |
40 % |
| 2009 |
None |
None |
THIRD RESOLUTION
(Approval of the consolidated financial statements for the year ended November 30, 2010)
The Shareholders’ Meeting, after a reading of the report of the Board of Directors, the report of the Chairman on the work of the Board and internal control, and the reports of the Auditors on the consolidated financial statements, hereby approves the consolidated financial statements for the year ended November 30, 2010, which is comprised of the consolidated balance sheet and income statement and notes as presented to it by the Board of Directors, as well as the transactions reflected in these financial statements and summarized in the reports, which show a net profit (Group share) of €18,063,000.
FOURTH RESOLUTION
(Approval of the amendments to the Credit Agreement which are related-party agreements as stipulated by Article L. 225-38 of the French Commercial Code)
The Shareholders' Meeting, after a reading of the special report of the Auditors on the related-party agreements as provided for under Article L. 225-38 of the Commercial Code, hereby approves Amendments 2, 3, 4 and 5 to the Credit Agreement authorized by the Board of Directors.
FIFTH RESOLUTION
(Approval of the measures to recapitalize the Kaufman & Broad Pyrénées-Atlantiques, Kaufman & Broad Aquitaine and Kaufman & Broad Rénovation companies which are agreements covered by Article L. 225-38 of the Commercial Code)
The Shareholders' Meeting, after a reading of the special report of the Auditors on the agreements provided for under Article L. 225-38 of the Commercial Code, hereby approves the measures to recapitalize the Kaufman & Broad Pyrénées-Atlantiques, Kaufman & Broad Aquitaine and Kaufman & Broad Rénovation companies, authorized by the Board of Directors on November 24, 2010.
SIXTH RESOLUTION
(Approval of the amendment to the tax consolidation agreement governed by Article L. 225-38 of the Commercial Code)
The Shareholders' Meeting, after a reading of the special report of the auditors on the agreements governed by Article L. 225-38 of the Commercial Code, hereby approves the amendment to the tax consolidation agreement authorized by the Board of Directors on November 24, 2010.
SEVENTH RESOLUTION
(Approval of the commitment made by the company to grant a defined-contribution supplemental retirement plan to a corporate officer, an agreement governed by Article L. 225- 38 of the Commercial Code)
The Shareholders' Meeting, after a reading of the special report of the auditors on the agreements governed by Article L. 225-38 of the Commercial Code, hereby approves the commitment made by the company to grant a supplemental retirement plan with defined contributions to Guy Nafilyan, Chairman and Chief Executive Officer.
EIGHTH RESOLUTION
(Authority to be granted to the Board of Directors to buy back the Company's stock)
The Shareholders' Meeting, after a reading of the report of the Board of Directors, hereby authorizes the Board, pursuant to the provisions of Articles L.225-209 and following of the Commercial Code to purchase or cause the purchase of Company's shares in order to:
- stimulate the secondary market or the liquidity of the Company’s share value by an investment service provider under a liquidity contract that complies with the AMAFI Ethics Charter recognized by France’s Autorité des marchés financiers;
- acquire shares for purposes of custody and subsequent remittance as payment or exchange as part of transactions for external growth (acquisitions), mergers, spin offs or contributions;
- implement any Company stock option plan pursuant to the provisions of Articles L. 225-177 et seq. of the French Commercial Code, or any similar plan, to allot or sell shares to employees on the basis of an employee profit-sharing plan or company savings plans under the conditions stipulated by law, including Articles Article L. 3332-1 et seq. of the French Labor Code, and/or to allot bonus shares as provided for under Articles L. 225-197-1 et seq. of the French Commercial Code;
- allot shares to the holders of marketable securities giving rights to the Company’s capital when they exercise the rights attached to such securities, in accordance with applicable regulations;
- cancel all or some of the shares purchased pursuant to the Thirteenth Resolution of the Shareholders' Meeting of April 15, 2010.
The acquisition, sale or transfer of these shares may be completed, including in the event of a public offering, provided they are paid for entirely in cash, under the conditions and within the limits, particularly in terms of volume and price, provided for in the regulations in force on the date of the relevant transactions, by all means, including transactions on the market or over-the-counter, including block trades, by using financial derivatives traded on a regulated market or over the counter, and at such time as the Board of Directors or the Board’s delegated agent shall decide.
The Shareholders’ Meeting sets the maximum number of shares that may be acquired under this resolution at 5% of the Company’s capital on the date of this Meeting, corresponding to 1,079,232 shares of €0.26 each on the date of this Meeting, adjusted based on any transactions carried out subsequent to this Meeting that may affect the capital; it being specified that (i) when the Company’s shares are purchased to promote liquidity under the terms set forth under the general regulations of the Autorité des marchés financiers, the number of shares used to calculate the aforementioned 5% limit is equal to the number of shares purchased, minus the number of shares resold within the period in question, (ii) as part of exercising this authority, the number of treasury shares held at any one time may not exceed 5% of the shares that make up the Company’s capital on the date in question, and (iii) the number of shares acquired by the Company to be held for subsequent payment or exchange in relation to mergers, demergers or spin-offs may not exceed 5% of the Company's capital.
The Shareholders' Meeting resolves that the maximum purchase price may not exceed €40 per share; this price applies only to acquisitions voted on as of the date of this Meeting and not to any forward transactions executed on the basis of authority granted by a previous Shareholders' Meeting and providing for the acquisition of shares subsequent to the date of this Meeting.
In the event of capital operations, including a capital increase through the capitalization of premiums, reserves, profits or other items in the form of a bonus share allotment during the period of validity of this authority, and in the case of a stock split or reverse split, the maximum unit price stipulated above shall be adjusted in order to take into account the impact of these transactions on the value of the share.
Pursuant to Article R.225-151 of the French Commercial Code, the Shareholders' Meeting sets the maximum amount allocated to the share buyback program authorized under this resolution at €43 million.
The Shareholders' Meeting grants full authority to the Board of Directors, with the option to delegate this authority under the terms provided for by law, to:
- decide to implement this authority, specifying, the terms and conditions if necessary;
- place all trading orders and enter into all agreements with a view to complying, in particular, with record-keeping requirements on buy and sell transactions pursuant to applicable regulations;
- file all required disclosures and comply with all other formalities and, in general, take all necessary measures.
The Board of Directors will advise the shareholders attending the Annual Ordinary Shareholders’ Meeting of all transactions executed under this resolution.
This authority is granted for a period of eighteen (18) months from the date of this Meeting. This authority cancels, as of this date and for the unused portion, the authority previously granted by the Fifth Resolution of the Combined Ordinary and Extraordinary Shareholders’ Meeting of April 15, 2010.
NINTH RESOLUTION
(Ratification of the appointment of Sophie Lombard as director)
The Shareholder's Meeting hereby ratifies the appointment by the Board of Directors, at its meeting of September 29, 2010, of Mrs. Sophie Lombard as director to replace Mr. Michel Paris, who is resigning, for the remainder of his term of office, or until the Annual Ordinary Shareholders' Meeting called to approve the financial statements for the year ended November 30, 2011.
TENTH RESOLUTION
(Powers)
The Shareholders’ Meeting grants all powers to the bearer of any original, copy or excerpt hereof in order to complete any and all legal formalities.