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REMUNERATION AND BENEFITS... 15.1 15.2 Remuneration of senior managers... Provisions set aside by the Company or its subsidiaries for payment of pensions or other benefits to senior managers..
CORPORATE GOVERNANCE MECHANISMS.. 16.1 Senior management....
16.1.1 Company management until October 10, 2005.. 16.1.2 Company management as of the date of this document.. 16.2 16.3 16.4 Contracts between the Company and members of its governance bodies. Accounts Committee; Appointments and Remunerations Committee.. Corporate governance...
EMPLOYEES.... 17.1 17.2 17.3 17.4 Number of group employees... Employee profit-sharing and stock options... Principal shareholdings of salaried employees.. Key personnel....
PRINCIPAL SHAREHOLDERS... 18.1 Significant shareholders other than members of the management team not represented on the Supervisory Board... Voting rights of the principal shareholders... Control of the Company... Agreements that could lead to a change in control...
18.2 18.3 18.4 19. 20.
AGREEMENTS WITH RELATED PARTIES.. FINANCIAL INFORMATION RELATING TO THE ISSUERS NET ASSETS, FINANCIAL POSITION AND FINANCIAL PERFORMANCE. 20.1 ModeLabs Group Consolidated annual financial statements and information Accounting period ended December 31, 2005.
20.1.1 Consolidated assets.... 20.1.2 Consolidated equity and liabilities... 20.1.3 Consolidated income statement... 20.1.4 Consolidated cash flow statement.. 20.1.5 Statement of changes in equity.... 20.1.6 Notes.... 20.1.7 Report on the consolidated annual financial statements and information Accounting period ended December 31, 2005... 20.2 ModeLabs Group consolidated financial statements (as filed) Accounting period ended December 31, 2004..
20.2.1 Consolidated assets.... 20.2.2 Consolidated equity and liabilities... 20.2.3 Consolidated income statement... 20.2.4 Consolidated cash flow statement.. 20.2.5 Statement of changes in equity....
20.2.6 Notes.... 20.2.7 Report of the statutory auditors on the consolidated financial statements for the accounting 14-month period ended December 31, 2004 restated in accordance with IFRS... 20.3. ModeLabs Group Consolidated annual financial statements and information Accounting periods ended December 31, 2004 (pro forma), 2003 and 2002...
20.3.1 Consolidated assets.... 20.3.2 Consolidated equity and liabilities... 20.3.3 Consolidated income statement... 20.3.4 Consolidated cash flow statement.. 20.3.5 Statement of changes in equity.... 20.3.6 Notes....
ModeLabs Group statutory financial statements - Accounting periods ended December 31, 2005 and December 31, 2004..
20.4.1 Financial year 2005.... 20.4.2 Financial year 2004.... 20.5 ModeLabs (formerly ATS) statutory financial statements Accounting periods ended December 31, 2005, 2004 and 2003..
20.5.1 Financial year 2005.... 20.5.2 Financial year 2004.... 20.5.3 Financial year 2003.... 20.6 20.7 20.8 20.9 21. Date of latest available financial information.. Dividend distribution policy... Judicial and arbitration proceedings... Significant changes in financial or commercial position..
The Companys ability to make a comprehensive offer (handset, accessories, and services) has advantages for many groups of customers: End-users. The ability to offer a complete line based on brand and lifestyle resulting from to a wellchosen telephone with all the matching accessories (carrying cases, neck straps, hands-free kits, battery chargers, multimedia products) as well as a multitude of services directly accessible by telephone (Java, WAP, or SMS) or through a website. Operators and MVNOs: A fully-integrated offering that makes it possible to capture a given type of clientele at lower cost, to build their loyalty and ARPU. Major consumer-goods brands: "Brand stretching" is highly developed and seems to be spreading to mass merchandizing. "Brand stretching" makes it possible to diversify the offering under a given brand and build loyalty among customers seeking new products. In exploiting the good image of a brand and placing the brand on a new product, ModeLabs Group will seek to make it easier to market the product and gain consumer acceptance. ModeLabs Group has sought to adapt its Mobile-On-Demand* offering, to meet the specific concerns of brands seeking to compete in the mobile telephone industry in terms of market identification and potential, design and innovation, production, operational marketing, and distribution through the appropriate sales channels. Retailers: ModeLabs Group seeks to supply offerings that generate traffic in a store by featuring a complete product line built around a segment, a brand, and its merchandising. In addition to the related accessories, sale of a handset can also generate additional revenues.
ModeLabs Group has the ability not only to design accessories for retailers, but also handsets and services that can be sold under their brand. This makes it possible to target certain segments of their clientele and increase their loyalty. 6.4 The ModeLabs Group product line
ModeLabs Group has built an offering that combines three major product lines: accessories, mobile telephones, and services. The combination of these three lines makes it possible to assemble attractive offers that closely fit the needs of customer segments. Currently, ModeLabs Group has an integrated and innovative approach that covers the full range of expertise needed to make complete offers that respond to different customer needs. These cover both the market for multifunctional equipment, with standard and custom mobile telephones and accessories, and segmented markets, with on-demand mobile phones, accessories, and services. Each of these categories is individually managed in ModeLabs Groups product specification and design process. With increasing segmentation of the market, ModeLabs Groups believes that the principal factors motivating the purchase of a mid-range or high-end mobile telephone will be the brand, the design, the user interface, and services. The brand (symbolizes belonging to a certain group): Show me your telephone and Ill tell you who you are Through the brand, the consumer finds a set of values, themes, and identities that he or she knows and feels comfortable with. The concept of brand stretching is precisely a means of extending the coverage of a brand to new products beyond its traditional line. There are many brand owners that could be interested by the potential of the mobile telephone. Beyond the additional revenue potential, moving into mobile telephones means creating a new way of interacting with customers through their mobile phones. Given the complexity of the business whether in controlling production, in distribution, in after-sales service, or in setting up the services platform it could be difficult for many of these brands to enter the market for mobile telephones by themselves. As with many other products, such as eyeglasses and perfume, they will need a trusted partner working under license to bring the new offering to the market. Design: A telephone is sold in off position The design of the telephone is a key factor in differentiating one product from another at the moment of sale. Telephones are generally sold in off position, particularly since technical features are becoming standardized. User interface: Accessing a service without having to press a key ten times New applications and access to a large number of new services make using a mobile telephone an increasingly complex operation. The result is that consumers only use services if they can access them easily. The "One-Click" facility, making it possible to access a service by one touch of a key, is at the heart of service use. Some operators, such as Vodafone with Vodafone Live! or Orange with Orange Signature, are particularly involved in specifying the user interface in order to encourage consumption of services. The Company believes that the capacity to create user interfaces that are simple, specific, and customized is a key factor in differentiating ModeLabs Groups offering and encouraging the use of its services.
Axa Private Equity; permanent representative Member Luc Lechelle, Managing Director The members of the Supervisory Board were elected at the ordinary and extraordinary general meeting of October 11, 2005. A Supervisory Board meeting on the same day elected its Chairman, Vice Chairman and the members of the Management Board. The members of the Supervisory Board have a term of office of four years, or until the conclusion of the general shareholders meeting to be held in 2009 to approve the financial statements of the previous financial year. The business address of all of these persons is the registered address of the Company. The management expertise and experience of these persons derives from the different salaried and/or managerial positions they have held and/or continue to hold in other companies or bodies. These persons listed above are not related by any family ties. In the last five years, none of them: (i) (ii) (iii) (iv) has been convicted of fraud; has participated as an officer, receiver, administrator, manager or a board member of any company that was involved in a bankruptcy, receivership or liquidation; has been prohibited by a court from holding a senior management position or from being appointed member of any supervisory board; or has been incriminated and/or officially, publicly sanctioned by a statutory or regulatory authority.
14.1.2 Other positions and functions as at December 31, 2005
Previous positions held over the last 5 years Senior corporate officer of Digiplug Other current functions
Name Stphane Bohbot Henri-Nicolas Olivier -
Other positions and functions Chairman of the Supervisory Board of Open-Plug Chairman of the Supervisory Board of Streamezzo Member of the Advisory Committee of OTC AM Member of the Board Directors of Castel SA of 98
Member of the Management Board of
Vice President of CEFT (the French
Other positions and functions Member of the Advisory Board of Baracoda SA Director, ModeLabs UK Member of the Board of Directors of Phonix Italia SpA, as representative of ModeLabs Group CEO of ModeLabs SA Manager of JPB Gestion SARL Member of the Board of Directors of Cerep SA Member of the Supervisory Board of Abcys Member of the Supervisory Board of Bionisis Member of the Board of Directors of Malbec SA Member of the Advisory Committee of OTC AM -
verifying that the accounting, financial and management information transmitted to the corporate bodies reflect the operations and the condition of the Group and is not misleading.
The internal control process results from the preliminary identification and evaluation of internal and external risks likely to impact the realization of the Groups objectives. Departments involved in the Groups internal control The Groups internal control is managed by the three following departments: Supervisory board
The supervisory board receives data relating to the groups business and profitability on a regular basis as well as information on all the major events and projects that could have material consequences for the Group. In addition to its legal role, its main role is to define and monitor development projects and to ensure their consistency with the Groups strategy. Finally, the board has created specialized committees on selected topics including, with respect to the Audit committee, on the Groups accounting and financial policy and the selection of the Groups independent auditors. Executive committee
The executive committee is responsible for defining the Groups policies in order to implement the strategy it has decided with the supervisory board, including the definition and implementation of the Groups internal control policy. By way of example, it has instituted the project management system in place for development activities and has initiated the hiring of a Chief Financial Officer and a Controller in 2005, in order to improve internal control procedures. Finance department
As a member of the Executive committee, the CFO is responsible for implementing the internal control system. The finance department organizes and coordinates appropriate controls necessary to ensure that financial information be reliable and readily available. Exercise of internal control The procedures of internal control are organized around the principal procedures of the Company which are: Project development The procedures relating to project follow-up and investment decision are described in paragraph 6.6 and are controlled by the management committee. Purchase of products Purchases are handled by the sourcing department, which is dedicated and the only department authorized to place purchase orders. The analysis of the proposals relating to purchases is made automatically from an operations system which takes into account the features of the products. The logistics department handles reception of products. The procedure relating to payment of purchase prices is controlled by the department of supplier accounting.
Inventory The computer assisted management system is an integrated system which results in a just-in-time inventory system. Reception of products and sales of products are reflected automatically in the inventory. Inventory is simultaneously controlled by periodical inventories and exhaustive inventories carried out once a year.
Gross margin is presented by segment. The definition of gross margin is provided under Note 4.3 Operating profit. The Group determined that it would not be pertinent to provide segment information on operating profit, in consideration of the recent launches of certain product lines. A significant portion of the expenses included in net operating profit were incurred with a view to generating future revenue. 5.4.2 The breakdown of revenue by geographical area was as follows:
2004 65,973 12,641 78,614
000 Amounts owed by Rownsonic Total
As a recently formed company, ModeLabs Group SA has not distributed any dividends in the last three financial years. 5.7 Events after the balance sheet date
No subsequent events have been identified between the balance sheet date and the date of consolidation for the 2002, 2003 and 2004 financial statements. 5.8 Financing commitments and guarantees
Information on off balance sheet commitments: Off balance sheet commitments provided Contract counter guarantees Discounted receivables Mortgages, pledges and other collateral Guarantees Other undertakings provided Total 2004 2003
Statutory auditors fees for 2002, 2003 and 2004: Statutory auditors fees
2003 18,000 13,000
Statutory audit Other assignments
ModeLabs Group statutory financial statements Accounting periods ended December 31, 2005 and December 31, 2004
20.4.1 Financial year 2005
Balance sheet assets Balance sheet equity and liabilities Income statement Income statement - continued
BALANCE SHEET - ASSETS (In euros)
Accounting year ended December 31, 2005 GROSS Capital subscribed but not called NON-CURRENT ASSETS INTANGIBLE ASSETS Preliminary expenses Research & development expenditure Concessions, patents, licenses, software, and similar rights Purchased goodwill (1) Other intangibles Payments on account intangible assets PROPERTY, PLANT AND EQUIPMENT Land Buildings Industrial and technical plant Other plant and equipment PP&E under construction Payments on account PP&E LONG-TERM INVESTMENTS (2) Equity affiliates Other participating interests Loans to participating interests Other long-term investment securities Loans Other long-term investments TOTAL CURRENT ASSETS INVENTORIES AND WORK-INPROGRESS Raw materials & supplies Work in process goods & services Semi-finished and finished goods Bought-in goods PAYMENTS ON ACCOUNT INVENTORIES TRADE RECEIVABLES (3) Trade receivables and related accounts Other receivables Capital subscribed and called but not paid in MARKETABLE SECURITIES Treasury shares Other shares Cash instruments CASH AT BANK AND IN HAND Prepayments (3) TOTAL Deferred charges Bond redemption premiums Unrealized foreign exchange losses GRAND TOTAL DEPRECIATION, AMORTIZATION, PROVISIONS NET December 31, 2004 NET
158,566,884 5,387,947 (18)
(Decree 83-1020 dated 29-11-1983 - Article 24-18)
Remunerations allocated to the members of - Management - Boards of directors - Supervisory board Total
Amount 584112 584112
20.4.2 Period ended December 31, 2004
Assets ModeLabs Group Statutory accounts 000 Fixed assets Intangible assets Property, plant and equipment Long-term investments Current assets Inventories and work in progress Trade and other receivables Cash and cash equivalents Prepayments and accrued income TOTAL ASSETS 31/12/2004 31/12/2004 31/12/2004 GROSS NET 16,16,4 16,949 2,969 1,19,4 16,949 2,969 1,19,578
Equity and liabilities ModeLabs Group Statutory accounts 000 Share capital Additional paid-in capital Reserves Net profit (loss) for the period Equity Provisions for contingencies and losses Liabilities Bank borrowings Other borrowings Trade and other payables Tax and employee related liabilities Other payables Accruals and deferred revenue 31/12/2004
1,202 13,279 1,554 16,3,544 2,1 0
Income statement ModeLabs Group Statutory accounts 000 Net sales Reversals of provisions and expense reclassifications Grants received Other revenue Revenue Purchases of goods for resale Change in inventories Purchases of raw materials Change in inventories Other purchases and external charges Taxes other than income taxes Wages and salaries Social security contributions Charges to depreciation, amortisation and provisions Other expenses Operating expenses Operating profit Financial income Finance costs Net financial income (finance costs) Current profit before tax Exceptional income Exceptional expenses Net exceptional income (expenses) Employee profit-sharing Income taxes Net profit 31/12/2004 1,0 1,0 1,1,1,541 1,1,554
Notes to the statutory accounts
1. 2. 3. 4. 5. 6. 7.
Accounting policies Fixed assets, depreciation and amortisation Receivables and payables by maturity Analysis of accrued income Analysis of accrued expenses Analysis of prepaid expenses List of investments in subsidiaries and other long-term investments
1. Accounting policies The accounting period had a duration of 14 months from 5 November 2003 to December 31, 2004. The following notes and tables are an integral part of the financial statements. Events after the balance sheet date: None. Generally accepted accounting principles have been applied on a prudent basis and in accordance with the following underlying assumptions: going concern, consistency of accounting methods over time, accrual basis,
NET AMOUNT OF LONG-TERM INVESTMENTS 3. Receivables and payables by maturity RECEIVABLES 000 Fixed assets Receivables related to long-term investments Other financial fixed assets Current assets Doubtful or disputed accounts Other trade receivables Receivables for securities loaned Employee and similar receivables Social security and similar receivables Income taxes Value added tax Miscellaneous receivables Prepaid expenses TOTAL RECEIVABLES Total
1 year maximum
More than 1 year
PAYABLES 000 Bank borrowings (1): - originally for a maximum of a year - originally for more than a year Miscellaneous other borrowings (1) (2) Trade payables and other accounts Employee and similar receivables Social security and similar receivables Income taxes Value added tax Guaranteed bonds Miscellaneous other taxes Payables for fixed assets and similar accounts Inter-company and shareholder accounts (2) Miscellaneous payables Deferred revenue TOTAL PAYABLES
(1) Borrowings contracted during the period (1) Borrowings repaid during the period (2) Advances from partners
1 year maximum 124 128
1 to 5 years
4. Analysis of accrued income
000 Trade receivables and other accounts ACCRUED INCOME Total 658 658
5. Analysis of accrued expenses
Bank borrowings BANK INTEREST PAYABLE OTHER BANK CHARGES PAYABLE Total Trade payables and other accounts TRADE ACCRUALS Total Tax and employee related liabilities ACCRUED HOLIDAY PAY ACCRUED SOCIAL SECURITY CONTRIBUTIONS FOR HOLIDAY PAY Total TOTAL ACCRUED EXPENSES
6. Analysis of prepaid expenses
7. List of investments in subsidiaries and other long-term investments
share capital held
Net profit (loss) from prior Accounting Period
A DETAILED INFORMATION ABOUT INDIVIDUAL INVESTMENTS 1 Subsidiaries (shareholdings of more than 50%) ModeLabs SA (formerly ATS SA) 1 RUE NIELS BOHR 77400 ST THIBAULT DES 115 10,416 VIGNES, France 2 Associates (shareholdings of 10% to 50%) B SUMMARY INFORMATION ABOUT OTHER INVESTMENTS 1 Subsidiaries not mentioned above (A) a) French b) Foreign 2 Associates not mentioned above (A) a) French b) Foreign MODELABS UK
MAZARS et GUERARD
FINANCIAL STATEMENTS for the year ended December 31, 2003
BALANCE SHEET - ASSETS
Accounting year ended December 31, 2003 GROSS 1 Capital subscribed but not called NON-CURRENT ASSETS INTANGIBLE ASSETS Preliminary expenses Research & development expenditure Concessions, patents, licenses, software, and similar rights Purchased goodwill Other intangibles Payments on account intangible assets PROPERTY, PLANT AND EQUIPMENT Land Buildings Industrial and technical plant Other plant and equipment PP&E under construction Payments on account PP&E LONG-TERM INVESTMENTS Equity affiliates Other participating interests Loans to participating interests Other long-term investment securities Loans Other long-term investments TOTAL CURRENT ASSETS INVENTORIES AND WORK-INPROGRESS Raw materials & supplies Work in process goods & services Semi-finished and finished goods Bought-in goods Payments on account inventories TRADE RECEIVABLES Trade receivables and related accounts Other receivables Capital subscribed and called but not paid in MARKETABLE SECURITIES Marketable securities o/w Treasury shares Cash instruments CASH AT BANK AND IN HAND Prepayments TOTAL Deferred charges Bond redemption premiums Unrealized foreign exchange losses GRAND TOTAL DEPRECIATION, AMORTIZATION, PROVISIONS 2 NET 3 December 31, 2002 NET 4
12,331 1,524 52,151 26,806
9,983 1,524 23,968
126,533 215,330 205,011 1,170 104,428 2,393,191
34,437 123,960 123,975
92,095 91,369 81,036 1,170 104,428 2,393,191
104,749 91,783 93,463
104,428 387,217 (15,245) 32,095 833,963
15,245 34,786 3,146,454
(15,245) 34,786 2,822,031
2,150,227 7,757,569 837,235
1,452,010 7,715,941 742,052
1,479,348 2,461,895 25,528 14,711,803
1,479,348 2,461,895 25,528 13,940,022 2,045,271 39,384 11,994,657
BALANCE SHEET LIABILITIES & SHAREHOLDERS EQUITY
December 31, 2003 NET SHAREHOLDERS EQUITY Share capital (of which paid in: ) Additional paid-in capital Revaluation reserve Legal reserve Reserves required under the bylaws or contractually Tax-driven reserves Other reserves Retained earnings Net income (loss) for the period Investment subsidies Tax-driven provisions TOTAL EQUITY-EQUIVALENTS Proceeds from issues of participating securities Subordinated loans Other equity equivalents PROVISIONS FOR CONTINGENCIES AND LOSSES Provisions for contingencies Provisions for losses TOTAL LIABILITIES (1) Convertible bonds Other bonds Bank borrowings (2) Other borrowings (3) Payments received on account for work-in-progress Accounts payable and related accounts Tax and employee-related liabilities Amounts payable in respect of fixed assets and related a/cs Other liabilities Cash instruments Deferred income and miscellaneous Deferred income TOTAL Unrealized foreign exchange gains GRAND TOTAL (1) (1) (2) (3) Including more than a year Including maximum a year Including overdrafts Including participating capital loans 785,247 785,247 210,738 210,738 115,000 15,245 334,674 5,634,925 1,919,823 December 31, 2002 NET 115,000 15,245 334,674 4,038,284 1,596,641
Newtronic Ltd Jean-Paul Boulan Vronique Menier Stphane Bohbot Henri-Nicolas Olivier Patrick Chol Stphane Bohbot Jean-Louis Missika Stphane Bohbot Stphane Bohbot Christian Andr Stphane Bohbot Patrick Chol Jean-Louis Missika Jean-Paul Boulan Pierre Asso Pierre Asso Stphane Bohbot Henri-Nicolas Olivier Funds managed by AXA Private Equity Funds managed by OTC Asset Management Alain Zagury Christophe Sevin Funds managed by AXA Private Equity Funds managed by OTC Asset Management Alain Zagury
Founder Founder Founder Founder Founder
10/23/03 10/23/03 10/23/03 10/23/03 10/23/03 11/07/03 11/07/03 1/14/04 1/15/04 1/15/04 1/15/04 1/15/04 4/25/04 4/25/04 4/25/04 7/05/04 7/05/04 7/05/04 7/05/04 9/07/04
Creation Creation Creation Creation Creation Transfer Transfer Transfer Transfer Transfer Transfer Transfer Subscription Subscription Subscription Transfer Transfer Transfer Transfer Subscription
12,962 1,000 10,463 13,950 11,2,762 2,463 8,000 6,492 2,200 9,700 1,250 2,500 1,250 4,806
25.20.93 27.9 23.5.52 4.93 0.16 0.13 3.78 1.26 0.38 18.35 2.36 4.73 2.36 8
25.20.93 27.9 220.127.116.11 41.35 0.16 54.33 4.73 2.21 2.27 18.35 20.71 53.28 24.35 8
30.9 36.42 0
Founder Founder Founder Founder Financier
0 18.35 48.55 21.99 0
Founder Founder Financier
9/07/04 9/07/04 9/07/04
Merger Merger Transfer
53,375 6,701 9,612
208.07 208.07 208.07
44.42 5.58 8
44.42 5.58 12
Detailed evolution of share capital and voting rights in percentages. Pursuant to mandatory provisions of law, shareholders who have owned full paid up nominative shares for a period of at least two years may acquire double voting rights.
Voting Rights as of 09.03.2005* 0 0.35 0.14 0.14 0.33.88 7.41 1.93 1.07 3.86 7.04 10.47 Voting Rights as of 25.04.2006* 0 0.37 0.14 0.14 0.33.26 7.27 3.16 1.47 3.79 6.92 10.28
12.31.2003 Newtronic Ltd Jean-Paul Boulan Nicolas Boulan Stphane Boulan Juliette Guilmineau Vronique Menier Stphane Bohbot Henri-Nicolas Olivier Patrick Chol Jean-Louis Missika Christian Andr Pierre Asso Funds managed by AXA Private Equity Funds managed by OTC Asset Management Alain Zagury Christophe Sevin Total 24.0 20.93 27.90 23.0 0
- the attribution of shares to employees and to the directors and executive officers of the Company and/or to the Group pursuant to article L. 225-180 I of the Commercial Code and within the framework of the provisions of articles L. 225-177 and following of the Commercial Code pursuant to adoption of the eleventh resolution; - the attribution of shares to employees and, as the case may be, to the directors and executive officers of the Company enabling them to participate in the growth of the Company and the implementation of the company savings plan, under conditions provided by law and, in particular, within the framework of the provisions in articles L. 443-1 and following of the Employment Code; - the transfer of the shares of the Company in the event of exercise of rights giving access in any way whatsoever to the equity capital of the Company; - the cancellation of shares by way of a reduction in equity capital, under the condition precedent of the adoption of the seventh resolution which will be placed before the present assembly. The acquisition, transfer or exchange of the shares may be carried out by any means on the market or over the trade counter, including block purchase or transfer, or by way of equity warrants or financial instruments giving access to the shares of the Company pursuant to the conditions set forth by the Autorit des marchs financiers and as may be set forth from time to time by the management board or by persons acting under its delegation. The maximum purchase price per instrument is set at 30% above the weighted average volume (in the central order book and not a block trade or a market order) of the price of the shares of the Company on Eurolist of Euronext Paris for a period of 30 trading days beginning on the first day of quotation, and the minimum sale price per instrument is fixed at 10% below the weighted average volume (in the central order book and not a block trade or a market order) of the price of the shares of the Company on Eurolist of Euronext Paris for 30 trading days beginning from the first day of quotation. In the event of transactions on the equity capital of the Company, the prices above will be adjusted by applying a multiplying coefficient which will be equal to the ratio between the number of shares comprised in the equity share capital prior to the transaction and the number of shares comprised in the equity capital following the transaction. Notwithstanding the foregoing, in case options described in the fifth paragraph of article L. 225-209 of the Commercial Code are employed, the rules relating to the selling price will be fixed in accordance with the legal provisions in force. The present authorisation is given for a maximum period of 18 months as of the date of the present general assembly, i.e., up to 22 May 2007. The general assembly also confers all powers to the management board, with the power to sub-delegate, within the conditions provided by law, to transmit all stock exchange orders, conclude all agreements with a view particularly to upkeep registers on the sale and purchase of shares, to establish all documents particularly with respect to information, carry out all declarations and formalities with the Autorit des marchs financiers and all other organisations, and generally, to do all that it deems necessary". The combined general assembly dated 22 November 2005, deliberating under its extraordinary general meeting stature has, under its seventh resolution, conferred the following to the management
board to reduce the equity capital of the Company in accordance with article L. 225-209 of the Commercial Code: "Under the condition precedent of the admission of the shares of the Company for trading on Eurolist of Euronext Paris, the general assembly of shareholders, deliberating in the conditions of quorum and majority applicable to extraordinary general assembly of shareholders, in accordance with the applicable rules and regulations and after being informed of the report of the management board and the special report of the auditors and after having noted the adoption of the first resolution of the present: authorises the management board, and gives it powers to sub-delegate, pursuant to the conditions provided under current rules and regulations, to cancel, under its own decision, one or more times, and at such times as it shall determine, the shares of the Company held by the Company pursuant to the share buy-back programme and to correlatively reduce the equity capital by attributing the difference between the purchase price of the cancelled shares and their nominal value over the premiums and reserves available; decides to limit the total amount of the cancelled shares and the correlative reduction in the equity capital of the Company to a maximum of 10% of the capital per 24 month periods, this limit applying to the capital adjusted for any transactions as may take place following this general assembly; confers all powers to the management board to note any reduction of the equity capital, and consequently, to amend the bylaws and carry out any and all formalities as may be necessary or useful. The present delegation is given for a period of 26 months as of the date of the present general meeting of shareholders, i.e., up to 22 January 2008". 18.104.22.168.2 Delegations given to the management board by the combined general assembly held on 22 November 2005
The combined general assembly of the Company held on 22 November 2005 has adopted the following resolutions: Third resolution
(Delegation of power to the management board pursuant to the decision to increase the equity capital of the Company by the issuance of shares or other financial instruments giving rise to the equity capital of the Company and with preferential subscription rights within a limit of a total nominal value of Euros 700,000)
The general shareholders meeting, deliberating in the conditions of quorum and majority applicable to extraordinary general assemblies of shareholders, in accordance with applicable rules and regulations, and after having reviewed the report of the management board, delegates to the management board, with the power to sub-delegate pursuant to terms and conditions provided by law, its capacity to decide to proceed, within or outside France, with the issuance with preferential subscription rights, one or more times, in the proportion and at such times as it shall determine, of: shares (with the exception of preference shares), financial instruments, of all types, giving access immediately or in the future to the equity capital of the Company (with the exception of financial instruments giving rights to preference shares),
the subscriptions of which may be made either in cash or by off-setting with debt;
decides that financial instruments giving access to the capital or rights for the attribution of debt securities may consist of debt securities or be linked to the issuance of such securities, or may permit the issuance of such securities as intermediary securities; decides that the nominal amount of one or more of the capital increases which may be decided by the management board and carried out immediately or in the future, pursuant to the present delegation of capacity, shall not exceed a maximum of seven hundred thousand euros (Euros 700,000), not taking into account the nominal value of the securities to be issued, as the case may be, for adjustments made, in accordance with the law, to preserve the rights of the holders of financial instruments which give access to the equity capital of the Company, having noted that the nominal value of all capital increases with preferential subscription rights carried out pursuant to the present delegation, as well the nominal value of all capital increases pursuant to the fourth, fifth and ninth resolutions of the present assembly, shall be within the total limit provided below. decides that the total nominal value of all debt securities which are issued either immediately and/or in the future on the basis of this delegation shall not exceed fifteen million euros (Euros 15,000,000), having noted that its limits are similar to those provided under the fourth resolution submitted to the present assembly; decides that in relation to an issuance carried out pursuant to the present delegation of powers, the management board may, during 30 days following the end of the subscription period and within the limit of 15% of the initial issuance and the total limit provided above, increase the number of shares or other financial instruments issued under similar conditions, particularly with respect to the price set in the initial issuance; authorises the management board to carry out the issuance of financial instruments in euros, in any other currency or in any other units established by reference to a basket of currencies; takes formal note that the present delegation of capacity is given in favour of holders of financial instruments which give access, immediately or at a future time, to the equity capital of the Company and which may be issued pursuant to the present delegation, or to the waiver by shareholders of their preferential subscription rights or to any financial instruments that may give access to the equity capital of the Company; decides that, in accordance with the provisions of Article L. 225-136 of the Commercial Code, the issue price of the shares or other stocks as may be issued pursuant to the present delegation of powers, shall be determined by the management board as follows: (i) in the event of a share capital increase carried out as part of admission of shares to negotiations on Eurolist of Euonext Paris, the issue price of the shares shall be set by the management board and shall be the result of the correlation between the number of shares offered and the demand for such shares from investors in the context of admission of shares to negotiations on Eurolist of Euronext Paris, in accordance to the technique called building of an order book as developed by professional usage in the market; (ii) where the stocks of the Company are admitted to negotiations on a regulated market and the stocks to be issued immediately or in the future are the same, the issue price shall be at least equal to the weighted average of transactions during the last three trading sessions preceding the fixing of the price, and may be subject to a maximum reduction of 5% conforming to the provisions of Article 155-5 of the decree n 67-236 dated March 23, 1967. decides, pursuant to the condition precedent relating to the admission to negotiations of shares of the Company on Eurolist of Euronext Paris, that the management board may use the present delegation, in whole or in part, in order to remunerate stocks the object of a public exchange offer as initiated by the Company, pursuant to the limits and according to the conditions provided under Article L. 225-148 of the Commercial Code and up to a maximum value of Euros 700,000; decides that the management board shall, in accordance with the law and within the limits fixed by the present resolution, have all powers including the powers to sub-delegate, pursuant to terms and conditions provided by law, to implement the present delegation of capacity, and in particular to fix
the method of all issuances of shares or other financial instruments as well as the characteristics of such financial instruments and, as the case may be, to postpone such issuances, to take note of their occurrence, and to proceed with correlative modifications of the bylaws and all other formalities as may be necessary or appropriate. In the event of the issuance of debt securities giving access immediately or in the future to the equity capital of the Company, the management board shall have all powers, in particular to decide whether or not such issuances should be subordinated, to fix the interest rates of such issuances, their currency, duration, fixed or variable reimbursement, with or without premium, the means of redemption according to market conditions and the conditions under which such securities shall give access rights to the equity capital of the Company. The present delegation is granted for a period of twenty-six months as of the date of the present assembly, i.e., up to 22 January 2008. Fourth resolution (Delegation of power to the management board for the purposes of deciding on the increase in the equity capital of the Company by way of issuance of financial instruments giving access to equity capital without preferential subscription rights and by way of a public offer) The general shareholders meeting, deliberating in the conditions of quorum and majority applicable to extraordinary general assemblies of shareholders, in accordance with applicable rules and regulations, and after having reviewed the report of the management board and the special report of the auditors: delegates to the management board, with the power to sub-delegate, under conditions provided by law, its powers to proceed, within or outside France, with issuances without preferential subscription rights and by way of a public offer, one or more times, in the proportion and at such times as it shall determine, of:
shares (with the exception of preference shares), financial instruments, of all types, giving access immediately or in the future to the equity capital of the Company (with the exception of financial instruments giving rights to preference shares),
the subscriptions of which may be made either in cash or by off-setting with debt; decides that financial instruments giving access to the capital or rights for the attribution of debt securities may consist of debt securities or be linked to the issuance of such securities, or may permit the issuance of such securities as intermediary securities; decides that the nominal amount of one or more of the capital increases which may be decided by the management board and carried out immediately or in the future, pursuant to the present delegation of powers, shall not exceed a maximum of seven hundred thousand euros (Euros 700,000), and that the nominal value of any and all capital increases by application of the present delegation of power shall be within the total limit of Euros 700,000, as provided under the third resolution; decides that the total nominal value of all debt securities which are issued either immediately and/or in the future on the basis of this delegation shall not exceed fifteen million euros (Euros 15,000,000), having noted that such limits are similar to those provided under the third resolution submitted to the present assembly; decides to cancel the preferential voting rights to shareholders of the shares or other financial instruments which could be issued pursuant to this present delegation of powers; decides that in relation to an issuance carried out pursuant to the present delegation of powers, the management board shall, during 30 days following the end of the subscription period and within the limit of 15% of the initial issuance and the total limit of 700,000 euros as provided under the third resolution, have the powers to increase the number of shares or other financial instruments issued under similar conditions, particularly with respect to the price that was retained in the initial issuance;
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