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Chargeurs AGM Information 2010

Mar 31, 2010

1197_iss_2010-03-31_fa7e5358-5883-438c-968e-4b0e8be74107.pdf

AGM Information

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Chargeurs

Société Anonyme. Share capital: €1,660,335.52 Registered office: 29-31 rue Washington - 75008 Paris - France RCS Paris 390 474 898

Notice of Meeting

Dear Shareholder,

Notice is hereby given that the Annual General Meeting of Chargeurs will be held on Thursday, May 6, 2010 at 10:30 a.m. at Centre Etoile-Saint Honoré – 21/25 rue Balzac – 75008 Paris. The agenda of the meeting and the proposed resolutions are as follows.

AGENDA

Ordinary Resolutions

  • Reports of the Board of Directors and the Auditors on the consolidated financial statements for the year ended December 31, 2009 and approval of said financial statements.
  • Reports of the Board of Directors and the Auditors on the parent company financial statements for the year ended December 31, 2009 and approval of said financial statements and discharge to the Directors.
  • Approval of agreements governed by Article L.225-38 of the French Commercial Code.
  • Appropriation of results.
  • Re-election of three Directors.
  • Powers to carry out legal formalities.

PROPOSED RESOLUTIONS

presented by the Board of Directors to the Annual General Meeting

ORDINARY RESOLUTIONS

First resolution

The Annual General Meeting, having heard the report of the Board of Directors and the Auditors' report on the parent company financial statements, approves the parent company financial statements for the year ended December 31, 2009 and the balance sheet at that date, as presented, showing a net loss of €52,087,120.24, together with all the transactions for the year reflected in the accounts or referred to in the report of the Board of Directors.

The Annual General Meeting therefore gives discharge to the members of the Board of Directors for the fulfilment of their duties during the year ended December 31, 2009.

Second resolution

The Annual General Meeting, having heard the report of the Board of Directors and the Auditors' report on the consolidated financial statements, approves the consolidated financial statements for the year ended December 31, 2009 and the consolidated balance sheet at that date, as presented, showing a net loss of €45,940,000, together with all the transactions for the year reflected in the accounts or referred to in the report of the Board of Directors.

Third resolution

The Annual General Meeting, having heard the Auditors' special report, approves this report and all the agreements governed by article L.225-38 of the French Commercial Code referred to therein.

Fourth resolution

The Annual General Meeting, having noted that the net loss for the year amounts to €52,087,120.24, resolves to appropriate the loss for the year and the deficit brought forward from 2008 to "Other Reserves", which have therefore been reduced to €33,936,578.48 from €86,023,698.72.

The Annual General Meeting decides that no dividend will be paid in respect of 2009.

The Annual General Meeting notes that the following dividends have been paid over the last three years:

Dividend per share
Year ended (in euros)
December 31, 2008 -
December 31, 2007 0.65
December 31, 2006 0.65

Fifth resolution

The Annual General Meeting re-elects Jérôme Seydoux as Director for a three-year term expiring at the close of the Annual General Meeting to be called to approve the 2012 financial statements.

Sixth resolution

The Annual General Meeting re-elects Salim Meir Ibrahim as Director for a three-year term expiring at the close of the Annual General Meeting to be called to approve the 2012 financial statements.

Seventh resolution

The Annual General Meeting re-elects Georges Ralli as Director for a three-year term expiring at the close of the Annual General Meeting to be called to approve the 2012 financial statements.

Eighth resolution

The Annual General Meeting gives full powers to the bearer of an extract or copy of the minutes of the Meeting to carry out all publication, filing and other formalities.

____________

Shareholders meeting the conditions set out in article R. 225-71 of the French Commercial Code may table resolutions at the Annual General Meeting by sending their request by registered mail, return receipt requested, to Company headquarters at least 25 calendar days before the date of the meeting (article R. 225-73 of the French Commercial Code). Requests must be accompanied by a certificate of share ownership.

In order for the resolution to be considered, the authors of the request must send a second certificate attesting that their shares continue to be held in the same share account as previously, as of midnight CET on April 30, 2010.

All shareholders are entitled to participate in the Annual General Meeting, regardless of the number of shares they own. Shareholders may appoint only their spouse or another shareholder as their proxy (article L. 225-106 of the French Commercial Code).

In accordance with article R.225-85 of the French Commercial Code, shareholders wishing to attend the Meeting must provide evidence of their share ownership by midnight CET on April 30, 2010. For registered shares, ownership is evidenced by the registration of the shares in the name of the shareholder or nominee (article L. 228-1-7 of the French Commercial Code) in the share register held by the Company or its agent. For bearer shares, ownership is evidenced by an entry in a share account kept by an accredited bank or broker.

Holders of bearer shares must submit a certificate issued either in paper form or electronically by the bank or broker that manages the share account, in accordance with article R.225-61 of the French Commercial Code, with any of the following documents:

  • The postal voting form
  • The proxy form
  • The request for an admission card in the name of the shareholder or the shareholder's nominee

A certificate will also be sent to shareholders who wish to attend the Meeting in person and who have not received an admission card by midnight CET on April 30, 2010.

Shareholders may obtain a postal voting form or proxy form from their bank or broker.

The bank or broker will send the certificate and the appropriate form to: BNP Paribas Securities Services GCT Emetteurs - Assemblées Grands Moulins de Pantin – 9 rue du Débarcadère – 93761 Pantin cedex

Postal votes will only be counted if the voting form has been properly completed and received by the Company or BNP Paribas Securities Services at least three calendar days before the date of meeting.

The Board of Directors