UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16
of
the Securities Exchange Act of 1934
For the
month of May 2010
Commission
File Number 000-28508
Flamel
Technologies
(Translation
of registrant's name into English)
Parc
Club du Moulin à Vent
33
avenue du Dr. Georges Levy
69693
Vénissieux Cedex France
(Address
of principal executive offices)
Indicate by check mark whether the
registrant files or will file annual reports under cover of Form 20-F or Form
40-F.
Form 20-F
x Form 40-F
¨
Indicate by check mark whether
registrant by furnishing the information contained in this Form is also thereby
furnishing the information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.
Yes ¨ No x
If "Yes" is marked, indicate below the
file number assigned to the registrant in connection with Rule
12g3-2(b): 82-____________
INFORMATION
FILED WITH THIS REPORT
Document
Index
|
99.1
|
Notice
of a Combined Ordinary and Extraordinary Meeting of Shareholders on June
25, 2010.
|
|
|
99.2
|
Draft
Resolutions to be submitted at the Ordinary and Extraordinary General
Shareholders’ Meeting on June 25, 2010.
|
|
|
99.3
|
Management
Report prepared by the Board of Directors to be presented at the Annual
Ordinary Shareholders’ Meeting on June 25, 2010.
|
|
|
99.4
|
Board
Report to be submitted at the Combined Shareholders’ Meeting on June 25,
2010.
|
|
|
99.5
|
Form
of Proxy to Shareholders.
|
|
|
99.6
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Form
of Proxy to ADS Holders.
|
|
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99.7
|
Document
and Information Request Form.
|
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly
authorized.
|
Flamel
Technologies, S.A.
|
||
|
Dated:
27 May, 2010
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By:
|
/s/ Stephen H. Willard |
|
Name: Stephen
H. Willard
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||
|
Title: Chief
Executive Officer
|
||
EXHIBIT INDEX
|
Exhibit
Number
|
Description
|
|
|
99.1
|
Notice
of a Combined Ordinary and Extraordinary Meeting of Shareholders on June
25, 2010.
|
|
|
99.2
|
Draft
Resolutions to be submitted at the Ordinary and Extraordinary General
Shareholders’ Meeting on June 25, 2010.
|
|
|
99.3
|
Management
Report prepared by the Board of Directors to be presented at the Annual
Ordinary Shareholders’ Meeting on June 25, 2010.
|
|
|
99.4
|
Board
Report to be submitted at the Combined Shareholders’ Meeting on June 25,
2010.
|
|
|
99.5
|
Form
of Proxy to Shareholders.
|
|
|
99.6
|
Form
of Proxy to ADS Holders.
|
|
|
99.7
|
Document
and Information Request Form.
|
-
Translated from French –
|
FLAMEL
TECHNOLOGIES
|
|
Société
Anonyme with a share capital of Euros 2,973,702
|
|
Registered
Office :
|
|
Parc
Club du Moulin à Vent
|
|
33,
avenue du Docteur Georges Lévy
|
|
69693
VENISSIEUX (France)
|
|
379
001 530 R.C.S. LYON
|
NOTICE
OF A COMBINED ORDINARY AND EXTRAORDINARY GENERAL
MEETING
OF SHAREHOLDERS
ON
JUNE 25, 2010
Sent by Mail on May 27,
2010
Ladies
and Gentlemen,
You are
cordially invited to attend the Combined Ordinary and Extraordinary General
Meeting (the “Meeting”) of the shareholders of FLAMEL TECHNOLOGIES (the
“Company”) which will be held on June 25, 2010 at 11:00 a.m. (French time) at
the registered office of the Company, with the following agenda :
Agenda
Resolutions within the
competence of the ordinary general shareholders’ meeting
|
1.
|
Approval
of Statutory Accounts for year ended December 31,
2009.
|
|
2.
|
Allocation
of results to retained earnings.
|
|
3.
|
Renewal
of Mr. Elie Vannier as Director.
|
|
4.
|
Renewal
of Mr. Frederic Lemoine as
Director.
|
|
5.
|
Renewal
of Mr. Lodewijk J.R. De Vink as
Director.
|
|
6.
|
Renewal
of Mr. John L. Vogelstein as
Director.
|
|
7.
|
Renewal
of Mr. Francis JT Fildes as
Director.
|
|
8.
|
Renewal
of Mr. Stephen H. Willard as
Director.
|
|
9.
|
Determination
of the annual amount of Directors’ attendance
fees.
|
|
10.
|
Approval
of agreements referred to in article L. 225-38 et
seq. of the Commercial
Code.
|
1
-
Translated from French –
Resolutions within the
competence of the extraordinary general shareholders’
meeting
|
11.
|
Authorization
to be granted to the Board of Directors for allocation of seven hundred
and fifty thousand (750,000) stock options and taking note of the
resulting capital increases.
|
|
12.
|
Authorization
to be granted to the Board of Directors with a view to allocation of two
hundred thousand (200,000) shares at no cost (“free shares”) and taking
note of the resulting capital
increases.
|
|
13.
|
Authorization
to be granted to the Board of Directors for issue of a maximum number of
two hundred and fifty thousand (250,000) stock warrants (BSA) reserved for
a category of persons consisting of the company’s directors who are
neither authorized agents nor employees of the company, but including the
Chairman of the Board of Directors; authorization to be granted to the
Board of Directors for carrying out the resulting capital
increases.
|
|
14.
|
Authorization
to be granted to the Board of Directors for increasing the share capital
by issues of shares reserved for the members of a company saving plan
established in application of Articles L.3332-18 et seq. of the Labour
Code.
|
|
15.
|
Powers
for formalities.
|
Please
note that in the event that you are not able to attend the meeting, you may
either grant a proxy to your spouse or to another shareholder, who will be
attending the meeting, or vote by mail. You may also address a proxy
to the Company without indicating any representative.
In
this latter case, please note that the Chairman of the meeting will thus (i)
vote in favor of the resolutions approved by the Board of Directors and (ii)
vote unfavorably for the other resolutions, which would have not been approved
by the Board.
If
you wish to vote in another way, you shall give a proxy to a representative, who
will agree to vote as you require.
Under no
circumstances will you be allowed to return to the Company a document including
both instructions of vote by mail and by proxy.
The
voting instructions will not be taken into account unless the above-mentioned
document, duly filled out, reaches the Company at least three days before the
Shareholders' meeting.
ON BEHALF
OF THE BOARD OF DIRECTORS
2
-
Translated from French –
IMPORTANT
:
IF YOU
EXPECT TO BE PRESENT AT THE MEETING, PLEASE NOTE THAT SHAREHOLDERS WILL BE
ADMITTED TO THE COMBINED ORDINARY AND EXTRAORDINARY GENERAL MEETING WITH
WHATEVER THE NUMBER OF SHARES THEY HOLD PROVIDED THAT IF THEY ARE OWNER OF
REGISTERED SHARES THEIR SHARES HAVE BEEN REGISTERED IN A SHARE ACCOUNT HELD BY
THE COMPANY AT LEAST ONE DAY PRIOR TO THE DATE OF THE MEETING.
IF YOU
EXPECT NOT TO BE PRESENT AT THE MEETING, YOU MAY COMPLETE AND PROMPTLY RETURN
THE FORM OF PROXY AND VOTE BY MAIL (“DOCUMENT UNIQUE DE VOTE PAR CORRESPONDANCE
ET PAR PROCURATION”), WHICH IS ENCLOSED FOR YOUR CONVENIENCE.
PLEASE
NOTE THAT ANY ABSTENTION EXPRESSED IN THE FORM OF PROXY AND VOTE BY MAIL
(“DOCUMENT UNIQUE DE VOTE PAR CORRESPONDANCE ET PAR PROCURATION”) OR RESULTING
FROM THE ABSENCE OF INDICATION OF VOTE WILL BE DEEMED TO BE AN UNFAVORABLE VOTE
TO THE PROPOSED RESOLUTION.
IF THE
QUORUM FOR THE ORDINARY MEETING IS NOT MET ON JUNE 25, 2010, SHAREHOLDERS WILL
BE INVITED TO VOTE AT A MEETING WHICH WILL BE HELD ON JULY 2, 2010 ON THE SAME
AGENDA, AS DESCRIBED IN THIS NOTICE .
Quorum required under French
law :
The
required quorum for ordinary resolutions is one fifth (20%) of the total
outstanding shares. If such quorum is not met, the Board of Directors will give
a second notice of Shareholders’ Meeting.
At this
second Meeting, no quorum is required for ordinary resolutions.
The
required quorum for extraordinary resolutions is one fourth (25%) of the total
outstanding shares with voting rights, upon first call of the shareholders'
meeting. If such quorum is not met, the Board of Directors will give
a second notice of Shareholders’ Meeting. At this second Meeting,which shall not
take place earlier than six days after the first meeting, the required quorum is
one fifth (20%) of the total outstanding shares with voting rights.
Enclosed
documents:
|
§
|
Resolutions
submitted to the combined ordinary and extraordinary shareholders' meeting
to be held on June 25, 2010;
|
|
§
|
Management
Report by the Board of Directors to the ordinary shareholders’ meeting
including notably (Appendix 1) table of the Company's results for the last
five financial years;
|
|
§
|
Report
by the Board of Directors to the combined shareholders meeting
held on June 25, 2010;
|
|
§
|
Form
of proxy and vote by mail;
|
|
§
|
Document
and information request form.
|
3
Translated from French
|
FLAMEL
TECHNOLOGIES
|
|
Société Anonyme with a
stated capital of 2,973,702 euros
|
|
Registered
Office:
|
|
Parc
Club du Moulin à Vent
|
|
33,
avenue du Docteur Georges Lévy
|
|
69693
VENISSIEUX – France
|
|
379
001 530 R.C.S.
LYON
|
RESOLUTIONS
SUBMITTED TO THE ORDINARY AND EXTRAORDINARY
GENERAL
SHAREHOLDERS’ MEETING
TO
BE HELD ON JUNE 25, 2010
WITHIN
THE COMPETENCE OF THE ORDINARY GENERAL SHAREHOLDERS’
MEETING
|
1.
|
Approval
of Statutory Accounts for year ended December 31,
2009.
|
|
2.
|
Allocation
of results to retained earnings.
|
|
3.
|
Renewal
of Mr. Elie Vannier as Director.
|
|
4.
|
Renewal
of Mr. Frederic Lemoine as
Director.
|
|
5.
|
Renewal
of Mr. Lodewijk J.R. De Vink as
Director.
|
|
6.
|
Renewal
of Mr. John L. Vogelstein as
Director.
|
|
7.
|
Renewal
of Mr. Francis JT Fildes as
Director.
|
|
8.
|
Renewal
of Mr. Stephen H. Willard as
Director.
|
|
9.
|
Determination
of the annual amount of Directors’ attendance
fees.
|
|
10.
|
Approval
of agreements referred to in article L. 225-38 et
seq. of the Commercial Code.
|
WITHIN
THE COMPETENCE OF THE EXTRAORDINARY GENERAL
SHAREHOLDERS’
MEETING
|
11.
|
Authorization
to be granted to the Board of Directors for allocation of seven hundred
and fifty thousand (750,000) stock options and taking note of the
resulting capital increases.
|
|
12.
|
Authorization
to be granted to the Board of Directors with a view to allocation of two
hundred thousand (200,000) shares at no cost (“free shares”) and taking
note of the resulting capital
increases.
|
|
13.
|
Authorization
to be granted to the Board of Directors for issue of a maximum number of
two hundred and fifty thousand (250,000) stock warrants (BSA) reserved for
a category of persons consisting of the company’s directors who are
neither authorized agents nor employees of the company, but including the
Chairman of the Board of Directors; authorization to be granted to the
Board of Directors for carrying out the resulting capital
increases.
|
1
Translated
from French
|
14.
|
Authorization
to be granted to the Board of Directors for increasing the share capital
by issues of shares reserved for the members of a company saving plan
established in application of Articles L.3332-18 et seq. of the Labour
Code.
|
|
|
15.
|
Powers
for formalities.
|
-
RESOLUTIONS WITHIN THE COMPETENCE OF THE ORDINARY GENERAL
SHAREHOLDERS’
MEETING –
FIRST
RESOLUTION
Approval
of Statutory Accounts for year ended December 31, 2009
The
General Shareholders' Meeting, voting under the quorum and majority conditions
for ordinary general meetings,
after
having taken cognizance of the financial statements for the fiscal year ended on
December 31, 2009, and having heard a reading of the Board of Directors’
management report and of the general report of the Statutory Auditor pertaining
to said fiscal year,
approves, in their entirety,
the said financial statements as they have been presented to it, as well as the
transactions recorded in such financial statements and reports, which show a
benefit in the amount of 1,270,699.00 €.
Accordingly,
the General Shareholders' Meeting grants the Directors full discharge for the
performance of their duties during said fiscal year.
Furthermore
and in accordance with Section 223 quater of the General Tax
Code, the General Shareholders' Meeting acknowledges that non tax-deductible
expenses or charges as set forth at Section 39-4 of the General Tax Code were
incurred for a total of 22,891.00 € Euros during the fiscal year ended December
31, 2009 corresponding to excess redemption.
SECOND
RESOLUTION
Allocation
of results to retained earnings
The
General Shareholders' Meeting, voting under the quorum and majority conditions
for ordinary general meetings,
After
having heard a reading of the Board of Directors’ management report, decides to
allocate the benefit for the financial year ended on December 31, 2009,
amounting to 1,270,699.00 €, to the carry forward account, which will then
amount to (95,954,953)Euros.
2
Translated from French
It is
recalled, pursuant to article 243 bis of the General Tax Code,
that no dividend was distributed for the fiscal years ended December 31, 2009,
December 31, 2008 and December 31, 2007.
THIRD
RESOLUTION
Renewal
of a Director
The
General Shareholders' Meeting, voting under the quorum and majority conditions
for ordinary general meetings,
After
having heard a reading of the Board of Directors' management report,
acknowledging that the term of the Director’s office of Elie Vannier expires at
the end of this meeting,
Decides
to renew his office for one (1) year, to expire at the end of the General
Shareholders’ Meeting convened to approve the financial statements for the
fiscal year ending December 31, 2010.
Elie
Vannier has declared that he complied with all the conditions required by
applicable laws and regulations in order to hold such office.
FOURTH
RESOLUTION
Renewal
of a Director
The
General Shareholders' Meeting, voting under the quorum and majority conditions
for ordinary general meetings,
After
having heard a reading of the Board of Directors' management report,
acknowledging that the term of the Director’s office of Frédéric Lemoine expires
at the end of this meeting,
Decides
to renew his office for one (1) year, to expire at the end of the General
Shareholders’ Meeting convened to approve the financial statements for the
fiscal year ending December 31, 2010.
Frédéric
Lemoine has declared that he complied with all the conditions required by
applicable laws and regulations in order to hold such office.
FIFTH
RESOLUTION
Renewal
of a Director
The
General Shareholders' Meeting, voting under the quorum and majority conditions
for ordinary general meetings,
3
Translated
from French
After
having heard a reading of the Board of Directors' management report,
acknowledging that the term of the Director’s office of Lodewijk J.R. De Vink
expires at the end of this meeting,
Decides
to renew his office for one (1) year, to expire at the end of the General
Shareholders’ Meeting convened to approve the financial statements for the
fiscal year ending December 31, 2010.
Lodewijk
J.R. De Vink has declared that he complied with all the conditions required by
applicable laws and regulations in order to hold such office.
SIXTH
RESOLUTION
Renewal
of a Director
The
General Shareholders' Meeting, voting under the quorum and majority conditions
for ordinary general meetings,
After
having heard a reading of the Board of Directors' management report,
acknowledging that the term of the Director’s office of John L. Vogelstein
expires at the end of this meeting,
Decides
to renew his office for one (1) year, to expire at the end of the General
Shareholders’ Meeting convened to approve the financial statements for the
fiscal year ending December 31, 2010.
John L.
Vogelstein has declared that he complied with all the conditions required by
applicable laws and regulations in order to hold such office.
SEVENTH
RESOLUTION
Renewal
of a Director
The
General Shareholders' Meeting, voting under the quorum and majority conditions
for ordinary general meetings,
After
having heard a reading of the Board of Directors' management report,
acknowledging that the term of the Director’s office of Francis JT Fildes
expires at the end of this meeting,
Decides
to renew his office for one (1) year, to expire at the end of the General
Shareholders’ Meeting called on to approve the financial statements for the
fiscal year ending December 31, 2010.
Francis
JT Fildes has declared that he complied with all the conditions required by
applicable laws and regulations in order to hold such office.
4
Translated
from French
EIGHTH
RESOLUTION
Renewal
of a Director
The
General Shareholders' Meeting, voting under the quorum and majority conditions
for ordinary general meetings,
After
having heard a reading of the Board of Directors' management report,
acknowledging that the term of the Director’s office of Stephen H. Willard
expires at the end of this meeting,
Decides
to renew his office for one (1) year, to expire at the end of the General
Shareholders’ Meeting called on to approve the financial statements for the
fiscal year ending December 31, 2010.
Stephen
H. Willard has declared that he complied with all the conditions required by
applicable laws and regulations in order to hold such office.
NINTH
RESOLUTION
Determination
of the annual amount of Directors’ attendance fees
After
having heard a reading of the Board of Directors' management report, the General
Shareholders’ Meeting voting under the quorum and majority conditions for
ordinary general meetings,
Decides to allocate to the Board
of Directors, under condition of adoption of resolution three to eight, a
maximum aggregate amount of three hundred and twenty five thousand (325,000)
euros as annual attendance fees (jetons de presence) for the
fiscal year ending December 31, 2010.
The
General Shareholders’ Meeting acknowledges that the Board will determine the
allocation and payment date of said attendance fees.
TENTH
RESOLUTION
Approval
of agreements referred to in article L. 225-38 et seq. of the Commercial
Code
After
having heard a reading of the Board of Directors' management report, and the
statutory auditor’s special report regarding the agreements referred to in
article L. 225-38 et seq.
of the Commercial Code,
The
General Shareholders’ Meeting voting under the quorum and majority conditions
for ordinary general meetings,
Approves
the agreements entered into or previously authorized and which remained into
force during the fiscal year ended December 31, 2009, together with the
transactions mentioned therein.
5
Translated
from French
-
RESOLUTIONS WITHIN THE COMPETENCE OF THE EXTRAORDINARY GENERAL
SHAREHOLDERS’
MEETING -
ELEVENTH
RESOLUTION
Authorization
to be granted to the Board of Directors for allocation of seven hundred and
fifty thousand (750,000) stock options and taking note of the resulting capital
increases.
The
General Shareholders’ Meeting, deliberating under the conditions of quorum and
majority required for Extraordinary General Meetings,
After
having heard a reading of the report of the Board of Directors and of the
special report of the Statutory Auditor,
In
accordance with Articles L. 225-177 et seq. of the Commercial Code,
|
|
1.
|
Decides to authorize the Board of Directors for a term of thirty eight
months, to grant in one or several times, for the benefit of employees of
the Company or of some of them, as well as for the benefit of executive
officers, as referred to in Article L. 225-185 paragraph 4 of the
Commercial Code, a maximum number of seven hundred and fifty thousand
options giving right to the subscription for shares of the Company to be
issued as capital increase of the
Company.
|
|
|
2.
|
Decides
that each option shall entitle to the subscription for one share of the
Company and that the subscription price of each share by the beneficiaries
of the options, which shall be determined by the Board of Directors on the
date when such options are granted by the Board, will be the market price
for the share, in the form of ADS, on the NASDAQ, on the day preceding the
date of the meeting of the Board of Directors, provided that such price
shall not be less than 80% of the average of the market price for the
share on the NASDAQ, in the form of ADS, during the last twenty trading
days preceding the meeting. In this case, the price for the
share shall be equal or superior to 80% of the average of the market price
for the share on the NASDAQ, in the form of ADS, during the last twenty
trading days preceding the meeting. The price of the shares, thus
determined by the Board of Directors, may not subsequently be modified
during the option period. However, in accordance with Article
L. 225-181 paragraph 2 of the Commercial Code, when the Company
conducts a share capital redemption or a share capital reduction, a change
in the profit distribution, a free allocation of shares, an incorporation
of reserve, profit, share premium to the share capital, a distribution of
reserves or any issue of shares or of securities giving right to the
allocation of shares with a preferential right to subscribe shares
reserved to the shareholders, the Company shall take all necessary
measures to protect the interests of the options beneficiaries pursuant to
article L. 228-99 of the Commercial
Code.
|
|
|
3.
|
Decides that the options shall be exercised within a maximum ten-year term
as from the date they were granted by the Board of
Directors.
|
|
|
4.
|
Decides
to authorize the Board of Directors and to grant it all powers in order
to:
|
|
|
(i)
|
set
the terms and conditions of grant of the options, freely determine the
beneficiaries of such options, subject to the provisions of applicable
laws and regulations, and, within such framework, if it considers it
appropriate, set the obligation for each beneficiary to be an employee of
the Company and/or of the companies referred to in Article L. 225-180-I of
the Commercial Code, and/or to be an officer of the Company within the
meaning of Article L. 225-185 paragraph 4 of the Commercial Code, at the
time of the exercise of the
options;
|
6
Translated
from French
|
|
(ii)
|
set,
if it considers it appropriate, a period of untransferability of the
subscribed shares, in accordance with the conditions provided by
applicable laws and regulations,
|
|
|
(iii)
|
set
the subscription price of the shares to which the options thus granted
give right, in accordance with the terms and conditions determined by the
Extraordinary General Shareholders’
Meeting,
|
|
|
(iv)
|
set
the exercise period(s) of the options thus granted, subject to the
prohibitions and/or limitations provided by applicable laws and
regulations and the by-laws in this regard, at the times that it will deem
to be appropriate.
|
|
|
5.
|
Decides to authorize the Board of Directors and to grant it all powers for
the purpose of issuing a maximum of 750,000 shares with an approximate
nominal value of 0.12196 euros, and accordingly, increasing the share
capital in a maximum nominal amount of 91,470.00
euros.
|
|
|
6.
|
Acknowledges that, in accordance with Article L. 225-178 paragraph 1 of
the Commercial Code, the authorization thus granted to the Board of
Directors entails, for the benefit of options beneficiaries, express
waiver, by the shareholders, of the preferential right to subscribe for
the shares that will be issued subsequently to the exercise of
options.
|
|
|
7.
|
Decides accordingly to authorize the Board and to grant it all powers in
order to:
|
|
|
(i)
|
Receive the subscriptions and related
payments,
|
|
|
(ii)
|
Deposit the funds in a bank account in accordance with the
law,
|
|
|
(iii)
|
Acknowledge
the number of shares issued as a consequence of the exercises of the
options granted, in accordance with the provisions of Article L. 225-178
paragraph 3 of the Commercial Code, to amend the by-laws accordingly and,
more generally,
|
|
|
(iv)
|
Take
all measures necessary to implement the capital increase and complete all
formalities required by law.
|
TWELFTH
RESOLUTION
Authorization to be granted to the
Board of Directors in view of allocating two hundred thousand (200,000)
shares at no cost (“free
shares”) and establishment of the subsequent capital
increases.
The
General Meeting, deliberating under the conditions of quorum and majority
required for Extraordinary General Meetings,
after
hearing the reading of the report by the Board of Directors and the audit report
by the Statutory Auditors,
in
application of Articles L. 225-197-1 et seq. of the Commercial
Code:
|
|
1.
|
authorizes
the Board of Directors to proceed, in one or several times, with the free
allocation of the Company’s shares, existing or to be issued, for the
benefit of the employees of the Company or the companies and the economic
interest groupings which are linked to it pursuant to the conditions
stipulated in Article L. 225-197-2 of the Commercial Code or for the
benefit of the company managers referred to in Article L. 225-197-1,
II of the Commercial Code;
|
7
Translated
from French
|
|
2.
|
decides
that the Board of Directors shall determine the identity of the
beneficiaries, who can be employees or certain categories thereof of both
the company and the companies which are bound to it directly or
indirectly, pursuant to the conditions of Article L 225-197-2 of the
Commercial Code and/or the company managers who meet the conditions of
Article L 225-197-1 of the Commercial
Code;
|
|
|
3.
|
decides
that the Board of Directors shall determine the conditions and, where
appropriate, the criteria for allocation of the
shares;
|
|
|
4.
|
decides
that the total number of shares free allocated is fixed at two hundred
thousand shares (200,000), excluding adjustment of this number in order to
take account of the operations necessary for preserving the rights of the
beneficiary. In any event, the number of shares that can be allotted free
of charge by the Board by virtue of the present delegation cannot exceed
ten percent (10%) of the registered capital existing on the day of the
first allocation;
|
|
|
5.
|
decides
that allocation of the shares to their beneficiaries will be definitive
only on expiry of a minimum acquisition period of two (2) years and that
the minimum duration of the beneficiary’s obligation of conservation at
the end of the acquisition period is fixed at two (2) years, the Board of
Directors having the option of extending either of the time limits.
Nonetheless, the shares will be definitively allocated prior to expiry of
this period in the event of disability of the beneficiary corresponding to
classification in the second or third of the categories provided for in
Article L 341-4 of the Social Security
Code;
|
|
|
6.
|
decides,
in dispensation from the above, that beneficiaries who are not residents
in France on the allocation date, for whom the taxable event coincides
with the end of the acquisition period, will be allocated the shares
definitively on expiry of a minimum acquisition period of four (4) years,
except in the event of disability, as stated above. These same
beneficiaries will then be bound by no period of
conservation;
|
|
|
7.
|
takes
due cognizance that, concerning the shares to be issued, the present
decision will include, at the end of the acquisition period, a capital
increase through incorporation of reserves, profits or share premiums in
favor of the beneficiaries of said shares and correlative renunciation by
the shareholders in favor of said beneficiaries to the part of the
reserves, profits or premiums thus
incorporated;
|
|
|
8.
|
fixes
at thirty-eight (38) months, as from the date of the present Meeting, the
duration of validity of the present
authorization;
|
|
|
9.
|
delegates
all powers to the Board of Directors in order to implement the present
authorization within the limits fixed above and thus determine the effects
on the rights of the beneficiaries of the operations modifying the capital
or likely to influence the value of the shares to be allotted and realized
during the periods of acquisition and conservation; where appropriate, to
establish the existence of sufficient reserves and proceed, at the time of
each allotment, with transfer to a non-available reserves account of the
sums required for paying up the new shares to be allotted; to decide on
capital increase(s) through the incorporation of reserves, premiums or
profits correlative to the issuance of new shares allotted free of charge;
to proceed with acquisitions of the necessary shares by means of offers of
sale made to all shareholders proportionally to the number of ordinary
shares held by each of them; to take all useful measures for ensuring
compliance with the obligation of conservation required of the
beneficiaries; and, generally, to do everything, within the scope of the
regulations in force, that the implementation of the present authorization
will require;
|
8
Translated
from French
|
|
10.
|
takes
due cognizance of the fact that, in the event that the Board of Directors
should make use of this authorization, it shall inform the Ordinary
General Meeting each year of the operations performed by virtue of the
provisions stipulated in Articles L. 225-197-1 to L. 225-197-3
of the Commercial Court pursuant to the conditions stipulated by Article
L. 225-197-4 of said Code.
|
THIRTEENTH
RESOLUTION
Authorization
to be granted to the Board of Directors for issue of a maximum number of two
hundred and fifty thousand (250,000).stock warrants (BSA) reserved for a
category of persons consisting of the company’s directors who are neither
authorized agents nor employees of the company, but including the Chairman of
the Board of Directors; authorization to be granted to the Board of Directors
for carrying out the resulting capital increases.
The
General Shareholders' Meeting, voting under the quorum and majority requirements
for extraordinary general meetings, after having heard a reading of the Board of
Directors' report and Statutory Auditor’s special report, acknowledging that the
share capital of the Company is fully paid up,
in
accordance with the provisions of Articles L. 225-138 and L. 228-91
et seq. of the
Commercial Code,
|
|
1.
|
decides
to authorize the Board to issue two hundred and fifty thousand (250,000)
warrants (BSA) for a subscription price to be paid up in cash and
determined by the Board based on the evaluation of an independent
expert. Such evaluation shall be the fair value of the warrants
(BSA) which will be in part a function of the subscription price of the
shares to be determined by the Board, in accordance with the provisions
set forth in paragraph 3 below. The subscription amount of
these warrants (BSA), if any, will be registered in a special reserve
account labelled "issue premium" which will carry rights for all
shareholders;
|
|
|
2.
|
decides
to cancel the preferential right of subscription attributed to the
shareholders by Article L. 225-132 of the Commercial Code and to
reserve the subscription of these two hundred and fifty thousand (250,000)
warrants (BSA), to the following category of
beneficiaries: Directors of the Company who are not officers
and/or employees of the Company, but including the
Chairman
|
|
|
3.
|
decides
that each warrant (BSA) will give its holder, subject to the terms and
conditions set forth hereafter and in the Board’s decision to issue the
warrants (BSA), the right to subscribe to one share of the Company for a
subscription price which shall be the market price for the share, in the
form of ADS, on the NASDAQ, on the closing of the trades on the day
preceding the decision of the Board to issue such warrants (BSA), provided
that such price shall not be less than 80% of the average of the market
price for the share on the NASDAQ, in the form of ADS, during the last
twenty trading days preceding such Board’s decision. In this case, the
price for the share shall be equal to 80% of the average of the market
price for the share on the NASDAQ, in the form of ADS, during the last
twenty trading days preceding such Board’s
decision;
|
9
Translated
from French
|
|
4.
|
resolves
that the shares thus subscribed upon exercise of the warrants (BSA) shall
be fully paid up on the date of their subscription, either in cash or by
offset of debt in the conditions laid down by
law;
|
|
|
5.
|
decides
that each warrant (BSA) shall be exercised by its holder in accordance
with the conditions set forth by the Board’s decision to issue the
warrants (BSA), provided that such exercise shall occur within four years
from the issuance date and that the holder is still a member of the Board
of Directors of the Company on the day of such
exercise;
|
|
|
6.
|
If
its holder fails to exercise the warrant in whole or in part at the expiry
of the above mentioned period, the warrant (BSA) and the attached right to
subscribe will lapse automatically;
|
|
|
7.
|
decides
that, as of, at the issuance date of the warrants (BSA), the Company will
be entitled to:
|
- conduct
any change in its corporate organization,
- conduct
any change in its corporate purpose,
|
|
-
change the allocation rule of its profits and to redeem its share capital,
subject to the Company taking all the necessary measures to protect the
warrants holders pursuant to Article L. 228-99 of the Commercial
Code,
|
- issue
preferred shares subject to the Company taking all the necessary measures to
protect the warrants holders pursuant to Article L. 228-99 of the
Commercial Code;
|
|
8.
|
decides
that, in the event the Company issues, under any circumstances, new shares
with a preferential right to subscribe reserved to its shareholders, or if
the Company conducts a distribution of its reserves, in cash or in kind,
and of its share premiums or if the Company changes the allocation of its
profits through the issuance of preferred shares, the Company will take
all the necessary measures to protect the interests of the warrants’
holders pursuant to the provisions of Article L. 228-99 of the
Commercial Code;
|
|
|
9.
|
decides
that, in the case of a capital reduction, motivated or not by losses, and
conducted through either a decrease of the par value of the shares or a
decrease of the number of shares, the warrants holders’ rights will be
decreased accordingly as if they had been exercised, before the date when
the capital decrease has become
final;
|
|
|
10.
|
acknowledges
that, pursuant to the provisions of Article L. 228-103 et seq. of the
Commercial Code, the warrants’ holders will all be grouped together in
order to defend their common interests, in an assembly (a “masse”) with a civil
personality. General warrants holders meetings will be convened
to authorize any changes in the issuance terms and conditions and to
decide on any decision regarding the conditions of subscription or
allocation of the shares as set forth at the time issuance took
place. Each warrant will give access to one voting
right. The conditions regarding the quorum and the majority
will be those determined in the second and third paragraph of Article
L. 225-96 of the Commercial Code. The expenses incurred in
connection with such meetings, as well as, generally, any expenses in
connection with the assembly (“masse”) will be borne
by the Company;
|
10
Translated from French
|
|
11.
|
Consequently
and in accordance with the provisions of Article L. 228-91 of the
Commercial Code, authorizes the issue of a maximum of two hundred and
fifty thousand (250,000) new ordinary shares of an approximate nominal
value of 0.12196 euro each to which exercise of warrants (BSA) will give
rise, that is, a capital increase of an approximate maximum nominal amount
of 30,490.00 Euros, without taking into account, as the case may be, any
additional shares that may be issued to protect the interests of the
warrants’ holders pursuant to the provisions of Article L. 228-99 of
the Commercial Code;
|
|
|
12.
|
decides
that the new shares remitted to the subscriber on exercise of the warrant
will be subject to all the provisions of the bylaws of the Company and
will carry distribution rights from the date of their
creation;
|
|
|
13.
|
acknowledges
that, in accordance with Article L. 225-132 paragraph 6 of the
Commercial Code, the decision of the General Shareholders’ Meeting
automatically entails the waiver by the shareholders of their preferential
rights in respect of the shares which may be issued upon exercise of the
warrants (BSA), for the benefit of the holders of the above-mentioned two
hundred and fifty thousand (250,000) warrants
(BSA);
|
|
|
14.
|
decides
that this authorization is granted for a term of eighteen (18) months
starting from the date of this General Shareholders’
Meeting;
|
|
|
15.
|
acknowledges
that, such warrants (BSA) shall be issued within a maximum period of
eighteen (18) months from the date of the General Meeting in accordance
with Article L. 225-138 of the Commercial
Code;
|
|
|
16.
|
decides
to grant the Board of Directors with all necessary powers to implement
this decision under the terms and conditions set by the present resolution
and by law, and in particular:
|
- to
issue and fix the subscription price of the warrants (BSA)
- to
determine the beneficiaries amongst the category defined by this
resolution,
- to fix
the issue price of the shares to be subscribed upon exercise of the warrants
(BSA) in accordance with terms and conditions set by the present resolution, the
dates, periods and conditions of subscription and final details of the issue
within the limits laid down by this general meeting of shareholders and to
allocate the issue premium, as the case may be,
- to
close the subscription period early or extend its date, if
required,
- to
gather the subscriptions and payments in respect of the subscription for the
aforementioned warrants (BSA),
- to
record the number of shares issued on exercise of the warrants (BSA) and carry
out any formalities resulting from the corresponding increases in share capital
and make the corresponding amendments to the bylaws,
- to take
any action required to ensure the protection of the warrant holder in the event
of financial operations relating to the Company, in accordance with the legal
and regulatory provisions in force, and generally, to take any action and carry
out any formality which is useful in respect of this issue.
FOURTEENTH
RESOLUTION
Authorization
to be granted to the Board of Directors for increasing the share capital by
issues of shares reserved for the members of a company saving plan established
in application of Articles L.3332-18 et seq. of the Labour Code.
The
General Shareholders' Meeting, voting under the quorum and majority requirements
for extraordinary general meetings,
After
having heard a reading of the Board of Directors' report and Statutory Auditor’s
special report,
11
Translated
from French
Acknowledging
that the share capital of the Company is fully paid up,
In
accordance with the provisions of Articles L. 225-129, L. 225-129-1,
L. 225-129-6 and L. 225-138-1 of the Commercial Code and Article
L. 3332-18 et seq.
of the Labor Code,
|
|
1.
|
authorizes
the Board of Directors to carry out, on one or more occasions, on its own
resolution, an increase of the share capital, through the issuance of
shares reserved, directly or through an Employee Profit Sharing FCP (Fonds commun de placement
d’entreprise”), to members of a company sponsored saving plan, as
provided for in Article L. 3332-18 et seq. of the Labor
Code, for employees of the Company or its affiliates, as defined under
Article L. 225.180 of the Commercial Code, who shall meet additional
criteria to be defined by the Board, if any (the “Group
Employees”);
|
|
|
2.
|
decides
to cancel, in favor of those Group Employees, the preferential
subscription rights of the shareholders set forth in Article
L. 225-132 of the Commercial Code, to the shares to be issued under
this resolution;
|
|
|
3.
|
decides
that this authorization is granted for a term of twenty-six (26) months
starting from the date of this General Shareholders’
Meeting;
|
|
|
4.
|
decides
to set at 1% of the share capital, as of the date of this meeting, the
issuance of shares that could result from the use of this
authorization;
|
|
|
5.
|
decides
that the subscription price per share for the shares to be issued in
accordance with this authorization shall be determined by the Board of
Directors in accordance with Article L. 3332-18 of the Labor
Code;
|
|
|
6.
|
decides
to grant the Board of Directors with all powers necessary to implement
this resolution in accordance with applicable laws and regulations, and
subject to the limitations and conditions specified
above;
|
|
|
7.
|
acknowledges
that, in the event the Board uses this authorization, it shall so inform
the next ordinary general meeting of the shareholders of the operations in
accordance with applicable laws and
regulations.
|
FIFTEENTH
RESOLUTION
Powers
for formalities.
The
General Shareholders’ Meeting grants a power of attorney to the bearer of an
original, an except or a copy hereof, in order to effect all publication, filing
and other formalities required by law.
12
Translated
from French
|
FLAMEL
TECHNOLOGIES
Société
Anonyme with a share capital of Euros 2,973,702
Registered
Office :
Parc
Club du Moulin à Vent
33,
avenue du Docteur Georges Lévy
69693
VENISSIEUX (France)
379
001 530 R.C.S.
LYON
|
MANAGEMENT
REPORT BY THE BOARD OF DIRECTORS
TO
THE ORDINARY SHAREHOLDERS MEETING
HELD
ON JUNE 25, 2010
To the
Shareholders,
Pursuant
to French law and the Company’s Articles of Incorporation, the Board of
Directors has called an Ordinary shareholders meeting to present to you the
report concerning the Company’s situation and business during the financial year
ending on December 31, 2009 (the “Financial Year”) and to submit the annual
financial statements concerning the said Financial Year for your
approval.
In
addition, we propose to you that you renew the terms of the directors for the
coming year.
At the
said Ordinary shareholders meeting, you will hear a reading of the reports by
the auditor.
The said
reports, the annual financial statements as well as all documents relating
thereto were made available to you at the registered office under legal and
regulatory conditions.
The
annual financial statements presented to you have been established in accordance
with French accounting laws, principles and methods.
You will
kindly note that the accounting methods used to prepare the said annual
financial statements are the same as the ones used for previous financial
years.
I. The Company’s
activity
The
financial year ending on December 31, 2009 represented an excellent year for
Flamel in so far as continuing to improve our technologies with success, which
has led to interest from new partners, but also in maintaining a solid financial
position.
We have
worked with many of the top twenty five pharmaceutical companies in the world,
and in particular on more than twenty feasibility projects. These
projects are being conducted across a wide range of indications and with both
novel and already-marketed molecules. The majority of these concern
the Medusa® Technology. One project developed with a leading pain
therapy company is an application of the TriggerLock™ technology (Micropump®
platform) using multiple molecules.
In June
2009 we entered into collaboration with Baxter International Inc. to create
controlled release applications of blood clotting factor replacement therapies
using our Medusa® technology. In February 2009, Merck Serono, a
partner since 2007, exercised its option to license the Medusa® platform for the
continued development of an already-marketed therapeutic protein proprietary. In
November 2009, Pfizer, who acquired Wyeth in October 2009, exercised its option
to license the Medusa® technology. In 2007, Wyeth Pharmaceuticals
became a partner when we signed a license for the application of the Medusa®
platform for the controlled release of an already marketed therapeutic
protein.
1
Translated from French
These
large pharmaceutical companies have the appropriate commercial and financial
structure to support a commercial launch of any of the projects conducted in
collaboration with Flamel, on condition we have scientific success over the
course of development.
Flamel
also had several important programs on which we do not currently have a
partner. An example of the potential of the Medusa platform to
improve the safety and efficacy of therapeutic proteins is our formulation of
Interferon-Alpha XL, a long acting formulation of
Interferon-Alpha. In December of 2009 the “Agence Nationale de
Recherche sur le SIDA (AIDS) et les Hépatites Virales” (ANRS) initiated a twelve
week Phase 2 study comparing two dosage forms of our IFN-alpha XL plus ribavirin
versus Peg-Intron® plus ribavirin in genotype 1 hepatitis C
patients. This builds on two previous studies we conducted that
demonstrated promising results of the formulation
Internal
R&D projects have been redefined and several scientific collaborations are
ongoing with European Universities. Other types of partnerships and
collaborations are currently being investigated.
Development
activities of the company were reinforced at our Pessac site.
Flamel’s
financial position has been consolidated and the level of cash is sufficient to
enable the investment required in Research and Development. Flamel
equally benefitted from state grants on several key R&D
projects.
Production
of CoregCR microparticles for GlaxoSmithKline continued at a steady
rhythm.
The
exclusivity period for Coreg CR ends on 20 April, 2010 and after that time it is
possible that Coreg CR may experience generic competition from one or more
competitors if approval is granted by the FDA. To date, only one ANDA had been
submitted, URL Pharma, and it has not yet been reviewed.
Accordingly,
Flamel confirms its strong position thanks to the strength of its technology,
reinforced by the diversification of its revenue stream and its numerous
projects conducted in partnership with top worldwide pharmaceuticals
companies.
II. Results of the financial
year activity
The
following results have been prepared in accordance with French accounting
standards, which have been applied consistently with prior year.
1.
Income
Statement
Revenues
for fiscal year 2009 amount to 37.7 million euros, compared with 24.4 million
euros in 2008. The 2009 revenues include 8.5 million euros in product sales,
11.6 million euros of License revenue, 9.7 million of Research revenue and 6.7
million euros in Royalties.
Payroll,
including social charges, representing 41.6 % of total operating expenses,
increased by 4.7 % in 2009 to 17.8 million euros, compared with 17 million euros
in 2008. This is due to recruitment of research scientists to support ongoing
projects, principally on the Medusa® plateform.
Operating
expenses have increased compared with 2008 (+9.4%) following an increase of
research activities.
2
Translated from French
Financial
net income, standing at 244,413 euros in 2009, results mainly from financial
revenue generated by investing our available cash. The reduction in
financial net income of 712,589 euros is due to the significant reduction in
interest rates.
Net loss
before taxes and extraordinary income in 2009 amounted to 4.8 million euros,
compared with a loss of 13.7 million euros in 2008.
After
accounting for an extraordinary result of 1.4 million euros and of a research
tax credit amounting to 4.7 million euros, the net profit for the financial year
was 1,270,699 euros
compared to a net loss of (5,226,231) euros in the previous financial
year.
|
|
2.
|
Balance
sheet
|
|
|
Assets
|
Total
assets amount to 68.9 million euros, including 20.4 million euros in Property,
Plant and Equipment and 47.8 million euros in current assets.
Accounts
receivable at the end of the financial year stood at 6 million
euros.
Short-term
investments totalled 24.5 million euros at the end of 2009 (to be compared with
20.2 million euros at the end of 2008), including funds invested on the money
market for 20M€ and fixed term deposits for 4.5M€.
|
|
Liabilities
|
Shareholders
equity, including current year results, amounts to 50.5 million
euros.
Remaining
liabilities amount to 18.4 million euros, including 4 million euros in accounts
payable, 2.6 million euros in advances from the “French government”, 4.4 million
euros in social and tax liabilities and 2.7 million euros regarding an advance
received in 2008 from OSEO, a French government agency, secured against Research
and Development tax credits from 2006 and 2007.
|
|
3.
|
Capital
Investments
|
Capital
investments during the financial year amounted to 1.6 million euros, mainly for
the purchase of small equipment to support ongoing Research and Development
activities and maintenance of facilities.
|
|
4.
|
Financing
|
The
Company made no external financing transactions during the 2009 fiscal
year.
The
financial statements are subject to shareholders’ approval at the Ordinary
shareholders meeting. (First
resolution)
III. Allocation of
Earnings
The
financial statements as presented to you show a net profit for the financial
year of 1.270.699 euros.
We
propose to you to allocate this entire profit of 1.270.299 € to the retained
earnings account, which, following that allocation, will amount to (95.954.953)
€ (Second
resolution).
3
Translated from French
|
|
IV.
|
Dividends paid for the
last three financial years and the corresponding Tax
Credit
|
We inform
you, pursuant to Article 243 bis of the General Taxation Code, that no dividends
were distributed during the last three financial years.
V. Non deductible
charges
During
the financial year 2009 the company recorded 22.891 euros in excess depreciation
that is not tax-deductible.
In the
2009 financial year the company also incurred 245.529 euros in Directors
attendance fees that are not tax deductible.
VI. Payment
Terms :
The
« Loi de Modernisation de l’Economie (LME) » which is applicable as of
January 1, 2009, requires a reduction and harmonization of payment
terms.
The new
laws on maximum payment terms are required by all economic
entities.
The
payment terms applied by the Company were for the most part in compliance with
the law and for the remainder, have been modified to be so.
Payment
terms of accounts payable as at December 31, 2009 were as follows:
|
Accounts
Payable as at December 31, 2009
|
||||
|
Total
Accounts Payable in k€ :
|
944.04 | |||
|
Non past due Accounts Payable as of December 31,
2009
|
||||
|
Payment Date
|
Amount k€
|
|||
|
<
30 days:
|
155.36 | |||
|
Between
31 & 60 days:
|
626.73 | |||
|
Between
61 jours & 90 days:
|
91.37 | |||
|
>
91 days:
|
1.43 | |||
|
Past Due Accounts Payable as of December 31,
2009
|
||||
|
Date past due
|
Amount k€
|
|||
|
<
30 days:
|
15.61 | |||
|
Between
31 & 60 days:
|
4.82 | |||
|
Between
61 jours & 90 days:
|
0.00 | |||
|
>
91 days:
|
48.72 | |||
VII. Table of earnings for the
last five financial years
Pursuant
to Article R 225-102 al 2 of the French Commercial Code, you will find attached
the table summarizing the company’s earnings in each of the last five financial
years.
(Cf. Appendix 1)
VIII. Progress Made – Difficulties
Encountered
Expected
earnings for 2009 and attained, together with the level of cash at the end of
2008 enabled Flamel to finance its activity and its development for the year
ended 31 December 2009. Our success in 2009, despite the financial crisis around
the world, was achieved as a result of the value we offer to our partners in
addition to careful management of our costs.
The
Company progressed in 2009 with the following events:
|
|
·
|
The
partnered project portfolio has been maintained and reinforced, thanks to
the pursuit of existing projects and the signature of new projects with
both new and old partners. This have enabled the Company to
forge stronger links with existing partners and create increased interest
from new partners in our
technology,
|
4
Translated from French
|
|
·
|
The
commencement of new internal research projects to develop our technologies
to meet the growing needs of the pharmaceutical
business,
|
|
|
·
|
The
pursuit and success (two files approved) in obtaining external state
funding for internal research
projects,
|
|
|
·
|
The
increase in the number of projects in human stage trials, including that
with respect to IFN Alpha XL sponsored by the
ANRS.
|
|
|
·
|
The
increase in the number of scientific collaborations, notably with
Universities and external consultants and
experts.
|
The
economic context has made 2009 a difficult year but the share price has
progressed over the year given the solid financial position and scientific
success of Flamel.
|
|
IX.
|
Goals and Prospects
for the Company for 2010
|
Management
of the company anticipates the following developments for 2010:
|
|
-
|
Pursue
existing feasibility agreements and maximise the potential for as many
projects as possible to be developed beyond the feasibility
phase,
|
|
|
-
|
Pursue
innovative scientific research on our Medusa® and Micropump® technologies
and optimize our scientific collaborations in order to maintain our
position as leader in drug
delivery,
|
|
|
-
|
Demonstrate
the execution of our internal research and development programs by
increasing the numbers of patents registered, prioritizing our projects
and establishing long term research projects (3 years) with partners and
public financing,
|
|
|
-
|
Pursue
a pro active Business Development approach for identifiying new
partners,
|
|
|
-
|
Maintain
a constant level of projects in preclinical phase by signing
new feasibility agreements and finalize clinical studies, in particular
for IFN XL,
|
|
|
-
|
Pursue
production of CoregCR microparticles in line with GSK demand
requirements.
|
Future
revenues, the current cash position together with strict prioritization of costs
should allow the company to finance its activity and development for the current
financial year. The continuation of the economic crisis could lead to a
reduction by large pharmaceutical companies of their investment in research and
development which could impact Flamel. However, the impact should be minimised
given the success of the technology developed by Flamel and Flamel will put all
in place to diversify its partnerships to remain a leader in drug
delivery.
X. The Company’s research and
development activities
Our two
technology platforms Medusa® and Micropump®, have been reinforced during the
2009 financial year:
Micropump®
:
The
feasibility agreement signed beginning of 2008, relative to our Trigger-Lock™
Technology, designed to prevent misuse of drugs subject to abuse by injection or
digestion, and was pursued in 2009 on multiple molecules.
The other
research and development projects both internal and with external partners are
ongoing. Two of these projects are in the clinical
phase.
Medusa®:
Partnered
research and development Projects on the Medusa® technology are for the large
part in preclinical phase. Results obtained to date are
promising.
5
Translated from French
XI. Employees
As of 31
December 2009, there were 299 employees.
XII. Capital
As of
December 31, 2009, the company’s capital stood at 2,968,823,50 euros, consisting
of 24,342,600 shares, as a result of two capital increases (Cf appendix 2).
|
|
-
|
The
first as a result of the definitive grant as of December 11, 2009 of
117,250 shares following the grant of free shares to employees in December
2007, for 14,299.81 euros.
|
|
|
-
|
The
second, acknowledged by the Board of Directors on March 5, 2010 for
2,439.20 euros, resulting from the issue of 20,000 shares subsequent to
exercise of 20,000 stock options.
|
A total
of 98.68% of share capital is listed on Nasdaq in the form of ADS (through the
Bank of New York).
XIII. Management of the Company
and his board
The
duration of the term as a company Director of Messrs Elie Vannier, Frédéric
Lemoine, Lodewijk J. R. de Vink, John L. Vogelstein, Francis JT Fildes and
Stephen H. Willard expire at the end of the Ordinary shareholders meeting to
which you are invited, so we propose to you to renew their terms for a duration
of one (1) year, namely until the Ordinary shareholders meeting to be held to
approve the financial statements for the financial year ending on December 31,
2010. (Third to
eighth resolution)
XIV. Determination of the
directors’ attendance fees
In view
of the directors’ participation, the level of their responsibilities, we propose
to you that the amount of three hundred and twenty five thousand Euros (€
325,000) be assigned to the Board of Directors as annual attendance fees, being
the same amount compared with previous fiscal year and for which the
distribution and breakdown thereof will be decided by the Board of Directors.
(Ninth
resolution)
We also
propose that the directors be allowed to acquire a maximum of two hundred and
fifty thousand (250 000) autonomous stock warrants (BSA). (Thirteen
resolution)
|
|
XV.
|
Mandates and functions
exercised in any company, during the past financial year, by each of the
company’s authorized agents
|
|
1.
|
Mr Elie Vannier,
Chairman of the Board of
directors
|
|
|
Mr
Vannier is also Director of Ingénico, Famar, Conbipel and Deputy Chairman
of the Supervisory Board of Groupe
Loret
|
|
2.
|
Mr Stephen H. Willard,
Chief Executive Officer
|
|
|
Mr
Willard is also Chief Executive Officer of Flamel Technologies Inc and a
Director of ETRADE Financial
Corporation.
|
|
3.
|
Mr Frédéric Lemoine,
Director
|
|
|
Mr
Frédéric Lemoine is also Chairman of the Executive Board of Wendel and
Director of Groupama, Vice-Chairman and Director of Bureau Veritas,
Director of Legrand and Saint
Gobain
|
|
4.
|
Mr John L. Vogelstein,
Director
|
|
|
Mr
John L. Vogelstein is also Senior Advisor of Warburg Pincus LLC and
Chairman of New Providence Asset Management. He is also
Chairman of the New York City Ballet, Chairman of Prep for Prep, Vice
Chairman of the Overseers Board of The Leonard N. Stern School of Business
at New York University, Chairman of Third Way, Director of the Jewish
Museum.
|
6
Translated from French
|
5.
|
Mr Lodewijk J. R. de
Vink, Director
|
|
|
Mr
Lodewijk J. R. de Vink is also Director of Alcon and Roche, member of the
European Advisory Council of Rothschild, Director and member of Sotheby’s
International Advisory Council.
|
|
6.
|
Mr Francis JT Fildes,
Director
|
|
|
Mr
JT Fildes is also a Director of ProStrakan Pharmaceuticals Group PLC and
of Fildes Partners Ltd, and a fellow of the “Royal Society of Medecine and
the Royal Society of Chemistry”.
|
|
XVI.
|
Conventions
mentioned in Articles L 225-38 et seq. of the Code of
Commerce
|
Please
note that the auditor has drawn up a special report, submitted to you,
indicating that certain conventions mentioned in Articles L.225-38 et seq. of
the Code of Commerce were concluded or renewed during the last financial
year.
We ask
you to approve and/or ratify, as the case may be, any convention mentioned in
Articles L.225-38 et seq. of the Code of Commerce that have been concluded or
renewed during the financial year, and which might appear in the auditor’s
report. (Tenth
resolution)
|
XVII.
|
Acquisition
of significant holdings in companies having their registered offices in
France and acquisitions of
control
|
Our
company holds 100% of its Flamel Technologies Inc. subsidiary.
|
XVIII.
|
Employee
shareholding, directly or by way of a company investment fund or savings
plan
|
As of
December 31, 2009, employees directly held 274,005 shares in the company,
representing 1.13% of the capital.
We remind
you that on December 11, 2009, your Board of Directors decided:
|
1)
|
To
acknowledge issuance of 122,250 shares to 103 beneficiaries as a result of
the definitive grant subsequent to the grant made by the Board on December
11, 2007 on the basis of a delegation of power that you granted on October
24, 2005 and May 15, 2007. The share capital was effectively increased by
117 150 shares, since the acquisition period of 5 000 of the
122 250 shares is four years because the free shares were granted to
non French tax resident employee.
|
|
2)
|
To
grant 295,000 free shares to the company’s employees, on the basis of a
delegation of power that you granted on May 15, 2007, June 3, 2008 and
June 24, 2009. The conditions for allocating the said free shares
provide:
|
|
|
a.
|
Regarding
French resident beneficiaries: The acquisition period, meaning the period
at the end of which the shares shall be definitively allocated to the
beneficiary, is two years starting from the allocation date, subject to
the respect of an attendance condition at the end of this two years
period. At the time of their definitive allocation the shares must be held
for a further two years period at the end of which they may be transferred
without limitation except with respect to transaction
windows.
|
7
Translated from French
|
|
b.
|
Regarding
non French resident beneficiaries: The acquisition period, meaning the
period at the end of which the shares shall be definitively allocated to
the beneficiary, is four years starting from the allocation date, subject
to the beneficiary still being an employee at the end of a two years
period after allocation date. At the time of their definitive allocation,
the shares may be transferred without limitation except the respect of
transaction windows.
|
|
XIX.
|
Important events
occurring between the end of the financial year and the date of the
present report
|
No major
event has occurred between January 1, 2010 and the date of this report which
would have a material impact on the annual accounts for the 2009 fiscal
year.
Nevertheless,
we remind you that the Board of Directors acknowledged:
|
|
-
|
a
share capital increase of 2,439.20 Euros on March 5, 2010 as a result of
the exercise of 20,000 stock options, thus bringing share capital to
2,968,823.50 Euros (see XIII).
|
|
|
-
|
on
May 4, 2010, the effective grant of 40 000 free shares granted on
April 3 ; 2008 and thus a share capital increase of 4 878.40 Euros
bringing the share capital to 2 973 702 Euros comprised, of 24 382 600
shares with a nominal value of 0.12196
Euros.
|
The Board
invites you after reading the reports by the auditor, to discuss these matters
and vote on the resolutions submitted to you.
On
behalf of the Board of Directors
8
Translated
from French
APPENDIX
1
TABLE OF EARNINGS FOR THE
LAST FIVE FINANCIAL YEARS
FINANCIAL
RESULTS OF LAST FIVE YEARS
Montant
en euros
|
31/12/2005
|
31/12/2006
|
31/12/2007
|
31/12/2008
|
31/12/2009
|
||||||||||||
|
a)
Share Capital
|
2 891 118,91 | 2 925 755,11 | 2 933 194,62 | 2 951 947,15 | 2 968 823,50 | |||||||||||
|
b)
Number of Ordinary Shares
|
23 706 590 | 23 990 590 | 24 051 590 | 24 205 350 | 24 342 600 | |||||||||||
|
c)
Number of Preference Shares
|
||||||||||||||||
|
d)
Maximum number of shares to be issued by :
- Bond
Issue
- Exercise
of Stock Options and Warrants and issue of Free Shares
|
3 465 000 | 4 013 250 | 3 947 800 | 3 725 357 | 4 341 840 | |||||||||||
|
SHARE
CAPITAL
|
||||||||||||||||
|
a)
Revenues
|
17 454 801,51 | 18 688 260,16 | 31 260 019,88 | 23 781 681,19 | 36 521 247,22 | |||||||||||
|
b)
Income before taxes, depreciation and provisions
|
-17 533 232,12 | -17 441 621,37 | -13 370 141,82 | -7 378 250,04 | 1 218 053,54 | |||||||||||
|
c)
Income Tax (Tax Credit)
|
-3 371 868,76 | -1 687 151,21 | -1 699 714,96 | -4 663 240,07 | -4 742 258,00 | |||||||||||
|
d)
Employee's Profit-Sharing
|
||||||||||||||||
|
e)
Income after taxes, profit sharing, depreciation and
provisions
|
-20 705 794,41 | -17 259 531,76 | -17 494 103,08 | -5 226 231,48 | 1 270 699,14 | |||||||||||
|
f)
Profit Distribution
|
||||||||||||||||
|
ANNUAL
OPERATIONS AND EARNINGS
|
||||||||||||||||
|
a)
Income after tax and profit sharing and before depreciation and
provisions
|
-0,60 | -0,66 | -0,49 | -0,11 | 0,24 | |||||||||||
|
b)
Income after tax, profit-sharing, depreciation and
provisions
|
-0,87 | -0,72 | -0,73 | -0,22 | 0,05 | |||||||||||
|
c)
Dividend per share
|
||||||||||||||||
|
EARNINGS
PER SHARE
|
||||||||||||||||
|
a)
Average number of employees
|
254 | 302 | 331 | 285 | 299 | |||||||||||
|
b)
Payroll Costs
|
10 168 449,22 | 11 368 518,68 | 13 100 279,60 | 11 678 122,25 | 12 155 475,20 | |||||||||||
|
c)
Social tax costs
|
4 360 234,12 | 6 321 735,63 | 5 892 622,28 | 5 278 445,72 | 5 634 990,17 | |||||||||||
|
PERSONNEL
COSTS
|
||||||||||||||||
9
Translated from French
APPENDIX
2
REPORT CONCERNING
DELEGATIONS MADE TO THE BOARD
|
AUTHORIZATION GRANTED BY AN
EXTRAORDINARY SHAREHOLDERS MEETING
TO THE BOARD
|
IMPLEMENTATION BY THE BOARD
|
|||||||||
|
Date
|
Nature
|
Date
|
Nature
|
Share capital
increase
|
Approval by
Board of
Directors
|
|||||
|
May
10, 1996
|
Stock-options
« plan 96 »
1.000.000
securities
Capital
increase of € 121.959
|
|||||||||
|
Nov
20, 2000
|
Stock-option
« plan 2000 »
1.000.000
titres
Augmentation
du capital de € 121.959
|
April
24, 2009
|
Exercised
options 20 000
|
2,439.20€
|
March
5, 2010
|
|||||
|
Dec
19, 2001
|
Stock-options
« plan 2001 »
750.000
securities
Capital
increase of € 91.469
|
|||||||||
|
Feb
18, 2003
|
Stock-options« plan
2003 »
1.000.000
securities
Capital
increase of € 121.959
|
|||||||||
|
Nov
7, 2003
|
Stock-options« plan
2004 »
1.000.000
securities
Capital
increase of € 121.960
|
|||||||||
|
March
4, 2005
|
Issue
of 40 000 warrants
Capital
increase of € 4.878
Stock-options
“plan 2005”
1.500.000
securities
Capital
increase of € 182.940
|
|||||||||
|
Oct
24, 2005
|
Issue
of 250.000 bons de souscription
Capital
increase of € 30.490
200.000
free shares
Capital
increase of € 24.392
|
|||||||||
|
June
12, 2006
|
Issue
of 150.000 warrants
Capital
increase of € 18.294
|
|||||||||
|
May
15, 2007
|
500.
000 stocks-options
Capital
increase of € 60.980
200.000
free shares
Capital
increase of € 24. 392
Issue
of 150.000 warrants
Capital
increase of € 18.294
|
Dec
11, 2009
|
Effective
allocation
of
122,250
free
shares
|
14,299.81€
(117 250
shares)
|
Dec
11, 2009
|
|||||
|
June
3, 2008
|
200.000
free shares
Capital
increase of € 24.392
Issue
of 250.000 warrants
Capital
increase of €30. 490
|
|||||||||
|
June
24, 2009
|
200.000
free shares
Capital
increase of € 24.392
Issue
of 250.000 warrants
Capital
increase of €30. 490
|
|||||||||
10
Translated
from French
|
FLAMEL
TECHNOLOGIES
Société
Anonyme with a stated capital of 2,973,702
euros
Registered
Office:
Parc
Club du Moulin à Vent
33,
avenue du Docteur Georges Lévy
69693
VENISSIEUX – France
379
001 530 R.C.S. LYON
|
REPORT
BY THE BOARD OF DIRECTORS TO THE COMBINED SHAREHOLDERS
MEETING
HELD ON JUNE 25, 2010
Ladies
and Gentlemen:
We have
called you to meet in the form of a shareholders meeting in order to submit the
following questions to you for your approval as extraordinary
matters:
|
|
1.
|
a
project for installation of a new stock option plan bearing on seven
hundred and fifty thousand (750,000)
shares,
|
|
|
2.
|
a
project for installation of a new plan for a free allocation of shares
bearing on two hundred thousand (200,000)
shares,
|
|
|
3.
|
a
project for issue of a total of two hundred and fifty thousand (250,000)
securities offering access to the capital, taking the form of autonomous
stock warrants (BSA) reserved for the company’s directors who are neither
authorized agents nor employees of the company, but including the Chairman
of the Board of Directors,
|
|
|
4.
|
a
project for a capital increase reserved for the
employees.
|
Before
informing you of the details about these operations, we would like to remind you
that you will find all information relative to the important events of the year
2009 for Flamel and to the figures for the financial year ending on December 31,
2009 in your Board’s management report.
1.
Project for installation of a new stock option plan bearing on seven hundred and
fifty thousand (750,000) shares (eleventh
resolution)
To enable
the Company to attract and/or keep talented senior managers and employees, and
insofar as the number of stock options that your Board was authorized to
allocate in connection with the previous plans is almost exhausted, we propose
to you to delegate an option to the Board of Directors, for a duration of
thirty-eight months, to grant, all at once or in instalments, pursuant to
Articles L. 225-177 et seq. of the Code of Commerce, to the benefit of the
Company’s employees or some such employees, as well as to the benefit of the
senior authorized agents, as mentioned in Article L. 225-185 paragraph 4 of the
Code of Commerce, a maximum of seven hundred and fifty thousand (750,000)
options granting a right to subscription to the Company’s shares to be issued as
a capital increase of the Company.
Each
option could create a right to subscription to one Company share, the
subscription price of which, for the beneficiaries of the options, could be
determined by the Board of Directors on the day on which it grants the
options.
1
Translated
from French
We remind
you in this connection that the Company’s securities, even though listed in the
form of ADS (American Depositary Shares) on the NASDAQ, are all the same, in the
light of French law, considered as listed for trading on a regulated market.
Hence the subscription price for each share must be determined in accordance
with the objective methods adopted in connection with valuation of the shares,
as provided for in Article L. 225-177, paragraph 4 of the Code of Commerce, on
the basis of appropriate weighting of the network, of the profitability and of
the activity prospects of the business.
It
appears in this connection that the most objective valuation method and that
most appropriate to the Company’s case is its trading price on the NASDAQ. The
fact is that the price of the share, if calculated as a function of its
mathematical value and/or of the net worth, the profitability and the prospects
of the Company’s activity, even if weighted, could result, in the light of the
history of the share price, in the form of ADS, on the NASDAQ, in a valuation
substantially below the actual economic value of the share, the trading price of
which on the NASDAQ remains the most objective valuation method.
Hence we
propose to you that the price of the share to which each option would create a
right could be valued by the Board of Directors in accordance with the trading
price of the share, in the form of ADS on the NASDAQ, on the day prior to the
date of the meeting of the Board of Directors, but only condition that the said
price is no less than 80% of the average trading price of the share on the
NASDAQ, in the form of ADS, during the last twenty trading sessions prior to the
said meeting. In such a case, the price of the share should be equal to or
greater than 80% of the average trading price of the share on the NASDAQ, in the
form of ADS, during the last twenty sessions preceding the said meeting. The
said minimum price is the one applicable to companies whose securities are
listed for trading on a regulated market.
As
provided for by law, the price of the shares, determined in this way by the
Board of Directors, could not then be modified for the entire duration of the
option, unless, pursuant to Article L. 225-181, paragraph 2, of the Code of
Commerce, when the Company carries out a redemption or reduction of the capital,
a modification of the distribution of profits, a free allocation of shares, an
incorporation into the capital of reserves, profits or premiums on shares, a
distribution of reserves or any issue of capital securities or of other
securities creating a right to allocation of capital securities including an
application right reserved for the shareholders, it will have to take the steps
required for protection of the interests of the beneficiaries of the options
under the conditions laid down in Article L. 228-99 of the Code of
Commerce.
The
options should be exercised within a maximum period of 10 years starting from
the date of their award to the beneficiaries by the Board of
Directors.
Hence we
propose to you that you should authorize the Board of Directors and entrust it
with full powers for the following purposes:
|
|
-
|
determine
the conditions and procedures for allocation of the options, freely
determine the beneficiaries of the said options subject to the legal and
regulatory provisions and, in that connection, lay down, if it considers
this appropriate, an obligation for each beneficiary to be a paid employee
of the Company and/or the companies mentioned in Article L. 225-180 – I of
the Code of Commerce, and/or being a senior manager of the Company in the
meaning of Article L. 225-185, paragraph 4, of the Code of Commerce, at
the time of exercise of the
options,
|
2
Translated
from French
|
|
-
|
determine,
if it considers this appropriate, a period of non-transferability of the
shares acquired, under the conditions laid down in law and in the rules
and regulations in effect,
|
|
|
-
|
determine
the subscription price of the shares to which the options as granted in
this way create a right, under the conditions and pursuant to the
procedures laid by the Extraordinary shareholders meeting,
and,
|
|
|
-
|
determine
the period or periods for exercise of the options granted in this way,
subject to the prohibitions and/or limitations provided for by law and in
the rules and regulations in effect and by the Articles of incorporation
in this connection, at the times it considers
appropriate.
|
As a
result of the foregoing authorization, we also propose to you that you should
authorize the Board of Directors and grant it full powers for the purposes of
issuing a maximum of 750,000 shares with a par value of about 0.12196 euros, and
hence to increase the capital by a maximum nominal amount of 91,470
euros.
Pursuant
to Article L. 225-178, paragraph 1, of the Code of Commerce, the authorization
that would be granted in this way to the Board of Directors would include, to
the benefit of the beneficiaries of the options, an explicit waiver by the
shareholders of their preferential right to subscribe to the shares to be issued
as the options are exercised.
Finally,
we propose that you should authorize the Board and fully empower to do the
following:
|
|
(i)
|
Receive
the applications and the corresponding
payments,
|
|
|
(ii)
|
Deposit
the funds in a bank account pursuant to
law,
|
|
|
(iii)
|
Record
the number of shares issued as a result of the exercises of the options
granted, pursuant to the provisions of Article L. 225-178, paragraph 3, of
the Code of Commerce, and to modify the Articles of incorporation as a
result, and more generally
|
|
|
(iv)
|
To
take any appropriate steps to put through the capital increase and to
carry out all formalities required by
law.
|
2. A
project for installation of a new plan for a free allocation of shares to the
benefit of the members of the salaried staff and/or of certain authorized agents
(Article L.225-197-1 of the Code of Commerce) (twelfth
resolution)
We
propose that you should delegate the option to the Board of Directors, for a
duration of 38 months, to proceed, within the framework of Article L.225-197-1
of the Code of Commerce, with a free allocation of new shares resulting from a
capital increase by incorporation of reserves, premiums on shares or
profits.
The
beneficiaries of the said allocations could be:
|
|
-
|
The
members of the salaried staff or certain categories among them, both of
the Company and of the companies connected with it directly or indirectly,
under the conditions Article L 225-197-2 of the Code of
Commerce;
|
|
|
-
|
The
authorized agents meeting the conditions set forth in Article L 225-197-1
of the Code of Commerce.
|
We
propose that you authorize the Board of Directors to allocate, without charge,
two hundred thousand (200,000) shares at the most.
3
Translated
from French
The
allocation of the shares to the French resident beneficiaries will be definitive
only at the end of an acquisition period having a minimum duration of two (2)
years starting with the Board’s decision to allocate the shares. However, the
shares will be definitively allocated before the end of the said period in case
of disability of the beneficiary corresponding to classification in the second
or the third of the categories provided for in Article L341-4 of the Social
Security Code.
Furthermore,
the French resident beneficiaries shall have to keep the shares allocated for a
minimum duration of two years starting with the time of their definitive
allocation. As an exception, the shares allocated shall be freely transferable
in case of a request for award filed by the heirs of a deceased beneficiary or
in case of disability of the beneficiary corresponding to their classification
in the above-mentioned categories of the Social Security Code.
As a
departure from the foregoing, the beneficiaries who are not French residents on
the date of allocation for whom the generating fact of taxation coincides with
the end of the period of acquisition shall definitively receive the shares at
the end of a minimum acquisition period of four years, except in case of
disability, as mentioned above. Those same beneficiaries shall not then be
required to observe any period for keeping the shares.
The Board
of Directors shall have the option of increasing the duration of the said
minimum acquisition and preservation periods.
Within
the limits set above, the Board shall hold full powers for determine the
conditions and, if the case arises, the criteria for allocation of the shares,
determine the identity of the beneficiaries of the free allocations from among
the persons complying with the conditions set above, as well as the number of
shares due to each of them, determine the effects on the beneficiaries’ rights
of the operations modifying the capital or which might influence the value of
the shares to be allocated and carried out during the periods of acquisition and
of preservation, if the case arises, record the existence of sufficient reserves
and carry out, at the time of each allocation, the transfer to an account of
frozen reserves of the amounts required for paying up the new shares to be
awarded, decide on the capital increase or increases by incorporation of
reserves, premiums on shares or profits, related to the issue of the new shares
allocated without charge, carry out the required acquisitions of shares by means
of sale offers made to all shareholders in proportion to the number of ordinary
shares held by each of them, take all useful steps to guarantee respect for the
preservation obligation incumbent on the beneficiaries, and generally do, within
the framework of the rules and regulations in effect, everything made necessary
by implementation of the present authorization.
The
present authorization shall entail, by right, a waiver by the shareholders of
their preferential application right to the new shares issued by incorporation
of reserves, premiums on shares and profits.
3.
Project for issue of a total of two hundred and fifty thousand (250,000)
Autonomous
Stock warrants (BSA) reserved for the category of persons consisting of the
company’s directors who are neither authorized agents nor employees of the
company, but including the Chairman of the Board of Directors.(thirteenth
resolution)
During
the present meeting, we will put a proposal to you for renewing the mandates of
Messrs. Elie Vannier (Chairman of the Board of Directors), Frédéric Lemoine,
Lodewijk J. R. De Vink, John L. Vogelstein and Francis JT Fildes (Directors who
are not employee).
4
Translated
from French
The
Company believes the profit-sharing in the form of shares is the most effective
way of having the interests of the directors and of the employees converge, and
of keeping key staff.
Hence,
and in the light of their important contribution to Company management, we
propose to you to authorize issue of a maximum of two hundred and fifty thousand
(250,000) stock warrants (BSA)
In order
to give the Board the greatest possible flexibility, we propose that you
authorize the Board to use the said authorization for a period of eighteen (18)
months, and to delegate the powers to the Board for determining the
beneficiaries of the stock warrants (BSA) and the subscription price of the said
stock warrants (BSA) in the light of their fair value.
This
decision to issue stock warrants (BSA) presupposes, if you decide to adopt it,
elimination of the shareholders’ preferential application rights to the stock
warrants (BSA), in order to reserve subscription thereto for their
beneficiaries.
We inform
you that with respect to the said two hundred and fifty thousand (250,000) stock
warrants (BSA), you will have to suppress the shareholders’ preferential
application right appearing in Article L. 225-132 of the Code of Commerce,
and reserve applications for a category of persons consisting of the Company’s
directors who are neither authorized agents nor Company employees, but including
the Chairman of the Board of Directors.
We
propose to you that you authorize the Board of Directors to issue a maximum of
two hundred and fifty thousand (250,000) stock warrants (BSA) for a subscription
price having to be paid up in full at the time of subscription by cash payments,
and set by the Board of Directors on the basis of a valuation made by an
independent expert. The said valuation shall have to correspond to the fair
value of the stock warrants (BSA), and in particular shall include the
subscription price of the shares as determined by the Board of Directors in
accordance with the provisions in the following paragraph.
We
propose to you to decide that an stock warrant (BSA) shall give its holder,
subject to the terms and conditions defined below and by the decision of the
Board of Directors relative to the issue of the stock warrants (BSA), the right
to subscribe to one (1) Company share, at a subscription price to be determined
by the Board of Directors with reference to the trading price of the share, in
the form of ADS, on the NASDAQ, at the close of that market on the day preceding
the decision by the Board of Directors relative to the issue of the stock
warrants, but only as long as the said price is no less than 80% of the average
trading prices of the share on the NASDAQ, in the form of ADS, during the last
twenty trading sessions prior to the said decision; in that case, the price of
the share shall have to be equal to 80% of the average trading prices of the
share on the NASDAQ, in the form of ADS, during the last twenty sessions
preceding the decision by the Board of Directors relative to issue of the stock
warrants.
We
propose that you decide that each stock warrant (BSA) may be exercised by its
holder subject to the terms and conditions defined below and decided on by a
decision made by the Board on the occasion of the issue of the stock warrants
(BSA), and at the latest within five years following their issue, and only as
long as the said holder is a member of the Board of Directors on the day of the
said exercise.
We
propose that you decide that starting with the time of issue of the stock
warrants (BSA), the Company shall be entitled to do the following:
|
|
-
|
modify
its form,
|
5
Translated
from French
|
|
-
|
modify
its business purpose,
|
|
|
-
|
modify
the rules regarding the distribution of its profits, redeem its capital,
subject to taking the steps required for maintaining the rights of the
holders of the stock warrants (BSA) under the conditions laid down in
Article L. 228-99 of the Code
commerce,
|
|
|
-
|
create
preferred shares, subject to taking the steps required for maintaining the
rights of the holders of the stock warrants (BSA) under the conditions
laid down in Article L. 228-99 of the Code of
Commerce.
|
We
propose that you decide that if the Company decides to issue securities
including a preferential application right for the shareholders, to increase its
capital by incorporation of reserves, profits or premiums on shares, or to
distributes reserves in cash or in portfolio securities, or decides to modify
the distribution of its profits by issuing preferred shares, the Company shall
take the required steps for maintaining the rights of the holders of stock
warrants (BSA) under the conditions defined in Article L. 228-99 of the
Code of Commerce.
We
propose that you decide that in case of a reduction of its capital, whether or
not that is due to losses, and carried out by reducing the par value or the
number of securities constituting the capital, the rights of the holders of the
stock warrants (BSA) shall be reduced as a result, as if they had exercised them
before the date on which the capital reduction has become final.
We
propose that you take note, pursuant to the provisions of Article
L. 228-103 et seq. of the Code of Commerce, that the holders of the stock
warrants (BSA) are grouped by right, for defence of their common interests, into
a whole enjoying legal personality. The general meetings of the holders of the
stock warrants (BSA) are called to authorize any modification of the issue
contract and to rule on any decision affecting the conditions regarding
subscription to or allocation of capital securities determined at the time of
the issue. Each stock warrants (BSA) creates a right to one vote. The quorum and
majority conditions are the ones established in the second and third paragraphs
of Article L. 225-96 of the Code of Commerce. The meeting expenses as well
as, in a general way, all expenses relating to the functioning of the whole are
for the Company’s account.
We
propose that you decide on issue of a maximum number of 250,000 Company shares
with a par value of 0.12196 euros each, to which exercise of the stock warrants
(BSA) issued will create a right, namely a capital increase in a maximum nominal
amount of 30,490 Euros, to which one must add, if the case arises, a number of
additional shares to be issued to safeguard the rights of the holders of the
stock warrants (BSA) under the conditions defined in Article L. 228-99 of
the Code of Commerce.
We
propose that you decide that the new shares delivered to the subscriber at the
time of exercise of its stock warrants (BSA) shall be subject to all of the
provisions of the Articles of incorporation, and shall bear dividend rights as
of the time of their issue.
We
propose that you set the duration of validity of the present authorization at
eighteen (18) months, starting with the date of the present
meeting.
We
propose that you take note, pursuant to the provisions of Article
L. 225-138 of the Code of Commerce, of the fact that the issue of the stock
warrants (BSA) shall have to be carried out within a period of eighteen (18)
months, starting with the date of the present meeting
Finally,
we propose that you decide to grant full powers to the Board of Directors to
implement the present authorization, pursuant to the provisions and within the
limits to be laid down in your resolution, and in particular for the following
purposes:
6
Translated
from French
|
|
-
|
issue
the stock warrants (BSA) and determine their subscription
price,
|
|
|
-
|
close
out the list of the beneficiaries within the defined category of
persons,
|
|
|
-
|
determine
the subscription price of the shares to be issued upon exercise of the
stock warrants (BSA), subject to the terms and conditions laid down in
your resolution, the opening and closing dates of the subscriptions, and
the definitive conditions of the said issue, and enter the premium on
shares, if any,
|
|
|
-
|
order
early closing of the subscription or extend it, depending on the
case,
|
|
|
-
|
gather
the subscriptions to the stock warrants (BSA) and the payments relating
thereto,
|
|
|
-
|
record
the number of shares issued due to exercise of the stock warrants (BSA),
carry out the formalities resulting from the corresponding capital
increases and make the related modifications of the Articles of
incorporation,
|
|
|
-
|
take
any steps to ensure protection of the holders of stock warrants (BSA) in
case of a financial operation concerning the Company, this pursuant to the
legal and regulatory provisions in effect,
and
|
|
|
-
|
in
a general way, take all steps and carry out all formalities that are
useful in connection with the present
issue.
|
4.
Proposal to authorize the Board to increase the share capital by issue of shares
reserved for the employees (Fourteenth
resolution)
Pursuant
to the provisions of Article L. 225-126-6 of the Code of Commerce and of
Article L. 3332-18 of the Labour Code, we remind you that the shareholders
must make a decision on a draft resolution aimed at carrying out a capital
increase under the conditions laid down in Article L. 3332-18 of the Labour
Code (reserved, directly or through the intermediary of a company investment
fund, for the members of a company savings plan, even in the absence of such a
plan within the Company), on the occasion of each capital increase by cash
conveyance that is proposed to them.
As a
result of the operations regarding a capital increase listed above, we therefore
invite you to make a decision on the proposed capital increase reserved for the
Company’s employees.
Such a
resolution implies the suppression of the preferential application right granted
to the shareholders, to the holders of stock warrants and to any other holder of
securities offering access to the Company’s capital, pursuant to the applicable
legal and regulatory provisions.
In order
to comply with this legal requirement, we are submitting for your approval a
draft resolution authorizing the Board of Directors and delegating to it, for a
period of twenty-six months, the powers required for increase in the share
capital, in a nominal amount equal at most to 1% of the share capital on the
date of the present meeting, to set the issue price under the conditions laid
down in the provisions of Article L. 3332-18 of the Labour Code, subject to
supervision by the Auditor, and to determine the number of shares allocated to
each beneficiary pursuant to the provisions of Article L. 225-138 of the
Code of Commerce.
We draw
your attention to the fact that the Company does not have a company savings
plan.
7
Translated
from French
Furthermore,
the Board of Directors considers that the present authorization is unnecessary
in view of the Company’s situation and other existing compensation tools. Hence
we invite you to vote against
this resolution.
5. Powers
for formalities (Fifteenth
resolution)
The
fifteenth resolution is a usual one granting the required powers for carrying
out the notice and other formalities to be required in the light of the nature
of the present combined Shareholders meeting of an ordinary and extraordinary
nature.
* *
*
In the
light of the draft resolutions subject to the jurisdiction of the Ordinary
Shareholders' Meeting (first
to tenth resolution), which you will find described in the management
report submitted by your Board of Directors, we advise the shareholders to vote in
favour of these resolutions.
Furthermore,
and in the light of the draft resolutions subject to the jurisdiction of the
Extraordinary Shareholders meeting (eleventh to fifteenth resolution), we advise
the shareholders to vote in
favour of the eleventh, twelfth, thirteenth and fifteenth resolutions,
and to vote
against the fourteenth resolution.
The
Board of Directors
8
Document
unique de vote par correspondance ou procuration
Form
of proxy and vote by mail
|
+IMPORTANT :
avant d’exercer votre choix, veuillez prendre connaissance des
instructions situées au verso / Before
selecting, please see instructions on reverse
side
|
||||
|
QUELLE QUE SOIT
L’OPTION CHOISIE, DATER ET SIGNER AU BAS DU FORMULAIRE / WHICHEVER
OPTION IS USED, DATE AND SIGN AT THE BOTTOM OF THE
FORM
|
||||
|
A
ú
Je désire assister à cette assemblée et demande une carte
d’admission : dater et signer au bas du formulaire / I wish to
attend the shareholders’ meeting and request an admission card : date
and sign at the bottom of the form.
|
||||
|
B
ú
J’utilise le formulaire de vote par correspondance ou par procuration
ci-dessous, selon l’une des 3 possibilités offertes / I prefer to
use the postal voting form or the proxy form as specified
below.
|
||||
|
FLAMEL
TECHNOLOGIES
Société
Anonyme au capital de 2.973.702 €
Siège
social : Parc Club du Moulin à Vent
33,
avenue du Docteur Georges Lévy
69693
VENISSIEUX – France
379
001 530 R.C.S. LYON
|
ASSEMBLEE
GENERALE MIXTE
ORDINAIRE
ET EXTRAORDINAIRE
du
25 juin 2010 (à 11 heures au siège social) sur 1ère
convocation ou
du 2
juillet 2010 sur deuxième convocation
COMBINED
ORDINARY AND EXTRAORDINARY
GENERAL
MEETING
of June 25, 2010 (at 11.00 am.
at the registered office)(1st calling) or
July 2nd, 2010
(2nd
calling)
|
CADRE
RESERVE / For Company’s use only
Identifiant / Account<
/font>
Nombre
d’actions / Number
of shares
Nombre
de voix / Number of
voting rights
|
||
|
ú
JE VOTE
PAR CORRESPONDANCE / I VOTE BY
POST
Cf. au verso renvoi
(3) --
See reverse
(3)
|
ú
JE DONNE
POUVOIR AU PRESIDENT DE
L’ASSEMBLEE
GENERALE
Date
et signer au bas du formulaire sans
rien
remplir
I
HEREBY GIVE MY PROXY TO THE
CHAIRMAN
OF THE MEETING
Date
and sign the bottom of the form without
completing
it
Cf.
au verso renvoi (2) – See reverse (2)
|
ú JE DONNE
POUVOIR
A :
(soit
le conjoint, soit un autre actionnaire – cf. renvoi (2) au verso – pour me
représenter à l’assemblée
/ I HEREBY
APPOINT (you may give your PROXY either to your spouse or to another
shareholder – see reverse (2) -- to represent me at the above-mentioned
meeting.
M., Mme ou Mlle /
Mr.,
Mrs. or
Miss :
__________________________________________
Adresse/Address :____________________________
_______________________________________
|
||
|
Je
vote OUI à tous les projets de résolutions présentés ou
agréés
par
le Conseil d’administration, à l’EXCEPTION de ceux que je
signale
en noircissant comme ceci n
la case correspondante et
pour
lesquels je vote NON ou je m’abstiens.
I
vote FOR all the draft resolutions presented or approved by the
Board
of Directors EXCEPT those indicated by a shaded box – like
this
n
for which I vote against or abstain.
|
Sur les projets
de résolutions non
approuvés ou non agréés par
le Conseil
d’administration, je vote en noircissant comme ceci
n la case
correspondante à mon choix.
On the draft
resolutions not approved by the Board of
Directors, I
cast my vote by shading the box of my choice –
like
thisn.
|
|||
|
1 2 3 4 5
o o o o o
6 7 8 9 10
o o o o o
11 12
13 15
o
o
o
o
|
Oui/
Non/No
Yes
Abst/Abs
14
o
o
|
Nom,
Prénom, Adresse de l’actionnaire (si ces informations figurent déjà, les
vérifier et les rectifier éventuellement)
/ Surname,
first name, address of the shareholder (if this information is already
supplied, please verify and correct if
necessary)
Cf. au verso renvoi (1) – See reverse
(1)
__________________________________________________________________________
_________________________________________________________________________
|
||
|
Si
des amendements ou des résolutions nouvelles étaient présentés en
assemblée / If amendments
or new resolutions are presented during the
meeting :
– Je donne pouvoir au Président de l’A.G. de
voter en mon nom / I appoint the
Chairman of the meeting to vote on my behalf
……………………………………………………………………………………………………………….………¨
– Je m’abstiens (l’abstention équivaut à un
vote contre) / I abstain
from voting (is equivalent to a vote against
…………………………………………………………………………………………………………….………...¨
– Je donne procuration (cf. au verso renvoi
(2)) à M., Mme ou Melle _________________________________ pour voter en
mon nom / I appoint
(see reverse (2)) Mr., Mrs. or Miss / to vote on my behalf.
………………………………………………………..¨
|
Date
et signature :
_______________________________________________________
|
|||
|
Pour
être prise en considération, toute formule doit parvenir au plus
tard :
in order to be
considereed, this completed form must be returned at the
latest :
|
Sur 1ère
convocation / on 1st
notification AGO- AGE / ordinary
meeting / extraordinary
meeting
|
Sur
2ème
convocation / on
2nd notification
AGO- AGE
/ordinary
meeting / extraordinary
meeting
29
juin 2010 /June 29, 2010
|
||
|
A la SOCIETE / to the
Company
|
22
juin 2010 / June 22,
2010
|
|||
UTILISATION
DU DOCUMENT
A. L’actionnaire
désire assister personnellement à l’assemblée. Dans ce cas, il doit, au recto du
document, cocher la case A puis dater et signer au bas du
formulaire.
B. A
défaut, l’actionnaire peut utiliser le formulaire de vote (*). Dans ce cas, il
doit, au recto du document, cocher la case B et choisir l’une des trois
possibilités :
— Voter
par correspondance (cocher la case appropriée, puis dater et signer au bas du
formulaire)
— Donner
pouvoir au Président de l’Assemblée Générale (dater et signer au bas du
formulaire sans remplir)
— Donner
pouvoir à une personne dénommée (cocher et compléter la case appropriée, puis
dater et signer au bas du formulaire)
QUELLE
QUE SOIT L’OPTION CHOISIE la signature de l’actionnaire est
indispensable
|
(1)
Le signataire est prié d’inscrire très exactement, dans la zone réservée à
cet effet, ses nom (en majuscules d’imprimerie), prénom usuel et
adresse ; si ces indications figurent déjà sur le formulaire, il est
demandé au signataire de les vérifier et, éventuellement, de les
rectifier.
Pour
les personnes morales, indiquer les nom, prénom et qualité du
signataire.
Si
le signataire n’est pas lui-même un actionnaire (exemple :
Administrateur légal, Tuteur, etc.) il doit mentionner ses nom, prénom et
la qualité en laquelle il signe le formulaire de vote.
Le
formulaire adressé pour une Assemblée vaut pour les autres Assemblées
successives convoquées avec le même ordre du jour (Art. R 225.77 §3 du
Code de Commerce ).
|
|
|
VOTE
PAR CORRESPONDANCE
(3)
Art. L 225-107 du Code de Commerce (extrait) :
« Tout
actionnaire peut voter par correspondance, au moyen d’un formulaire dont
les mentions sont fixées par décret. Les dispositions contraires des
statuts sont réputées non écrites.
Pour
le calcul du quorum, il n’est tenu compte que des formulaires qui ont été
reçus par la Société avant la réunion de l’Assemblée, dans les conditions
de délais fixés par décret. Les formulaires ne donnant aucun
sens de vote ou exprimant une abstention sont considérés comme des votes
négatifs. »
Si
vous désirez voter par correspondance, vous devez obligatoirement cocher
la case JE VOTE PAR CORRESPONDANCE au recto.
Dans
ce cas, il vous est demandé :
Pour les
projets de résolutions proposées ou agréés par le Conseil d’Administration
ou le Directoire ou la
Gérance :
- soit
de voter « oui » pour l’ensemble des résolutions en ne
noircissant aucune case,
-
soit de voter « non » ou de vous « abstenir » (ce
qui équivaut à voter « non ») sur certaines ou sur toutes
les résolutions en noircissant individuellement les cases
correspondantes.
Pour les
projets de résolutions non agréés par le Conseil d’Administration ou le
Directoire ou la
Gérance :
- de
voter résolution par résolution en noircissant la case correspondant à
votre choix,
En
outre, pour le cas où des amendements aux résolutions présentées ou des
résolutions nouvelles seraient déposées lors de l’assemblée, il vous est
demandé d’opter entre 3 solutions (pouvoir au Président de l’Assemblée
Générale, abstention ou pouvoir à personne dénommée), en noircissant la
case correspondante à votre choix.
|
POUVOIR
AU PRESIDENT DE L’ASSEMBLEE GENERALE OU POUVOIR A UNE PERSONNE
DENOMMEE
(2)
Art. L 225-106 du Code de Commerce (extrait) :
« Un
actionnaire peut se faire représenter par un autre actionnaire ou par son
conjoint. »
Tout
actionnaire peut recevoir les pouvoirs émis par d’autres actionnaires en
vue d’être représenté à une Assemblée, sans autres limites que celles
résultant des dispositions légales ou statutaires fixant le nombre maximal
des voix dont peut disposer une même personne tant en son nom personnel
que comme mandataire. Avant chaque réunion de l’Assemblée Générale des
actionnaires, le Président du Conseil d’Administration ou le Directoire,
selon le cas, peut organiser la consultation des actionnaires mentionnés à
l’article L. 225-102 afin de leur permettre de désigner un ou plusieurs
mandataires pour les représenter à l’Assemblée Générale conformément aux
dispositions du présent article. Cette consultation est obligatoire
lorsque, les statuts ayant été modifiés en application de l’article L.
225-23 ou de l’article L. 225-71, l’Assemblée Générale ordinaire doit
nommer au Conseil d’Administration ou au Conseil de surveillance, selon le
cas, un ou des salariés actionnaires ou membres des Conseils de
surveillance des fonds communs de placement d’entreprise détenant des
actions de la société.
Les
clauses contraires aux dispositions des alinéas précédents sont réputées
non écrites.
Pour
toute procuration d’un actionnaire sans indication de mandataire, le
Président de l’Assemblée Générale émet un vote favorable à l’adoption de
projets de résolutions présentés ou agréés par le Conseil d’Administration
ou le Directoire, selon le cas, et un vote défavorable à l’adoption de
tous les autres projets de résolution. Pour émettre tout autre vote,
l’actionnaire doit faire choix d’un mandataire qui accepte de voter dans
le sens indiqué par le
mandant.
|
(*) Le
texte des résolutions figure dans le dossier de convocation joint au présent
formulaire (art R 225-81 du Code de Commerce) : ne pas utiliser à la fois
« JE VOTE PAR CORRESPONDANCE » et « JE DONNE POUVOIR A »
(art R 225-81 8° CC). La langue française fait foi.
|
NB :
Si les informations contenues sur le présent formulaire sont utilisées
pour un fichier nominatif informatisé, elles sont soumises aux
prescriptions de la Loi 78-17 du 6 janvier 1978, notamment en ce qui
concerne le droit d’accès et de rectification pouvant être exercé par
l’intéressé.
|
INSTRUCTIONS
FOR COMPLETION
A. If
the shareholder wishes to attend the meeting personally, tick box A on the front
of the document. Please also date and sign at the bottom of the
form.
B. Otherwise,
the shareholder may use this form as a postal vote (*).
In
this case, check box B on the front of the form and choose one of the three
possibilities:
- -use the postal voting form (tick the appropriate box, date and sign
below)
- -give your proxy to the Chairman of the meeting (date and just sign at the
bottom without filling in)
- -give your proxy to another shareholder (tick and fill in the appropriate box,
date and sign below)
WHICHEVER
OPTION IS USED the shareholder’s signature is necessary
|
(1)
The shareholder should write his exact name and address in capital letters
in the space provided: if this information is already supplied, please
verify and correct if necessary. If the shareholder is a legal entity, the
signatory should indicate his/her full name and the capacity in which he
is entitled to sign on the legal entity’s behalf. If the signatory is not
the shareholder (e.g. a legal guardian, etc.), please specify your full
name and the capacity in which you are signing the proxy.
The
forms sent for one meeting will be valid for all meetings subsequently
convened with the same agenda (art. R 225-77§3 Code de Commerce
).
|
|
|
POSTAL
VOTING FORM
(3)
Art L. 225-107 of Code de Commerce (extract): “A shareholder can vote by
post using a postal voting form determined by law.
Any
other methods are deemed to be invalid”.
Only
the forms received by the Company before the meeting, within the time
limit and conditions determined by law, are valid to calculate the
quorum.
The
forms giving non
voting directions or indicating abstention are deemed to vote
against.
If
you wish to use the postal voting form, you must tick the box on the front
of the document "I VOTE BY POST”.
In
such event, please comply with the following instructions:
For
the resolutions proposed or agreed by the Board, you can:
-
either vote “for” all the resolutions by leaving the boxes
blank
- or
vote “against” or “abstention” (which is
equivalent to voting against) by shading boxes of your
choice,
For
the resolutions not agreed by the Board, you can:
-
vote resolution by resolution by shading the appropriate
boxes,
In the case of amendments or new resolutions during
the shareholders’ meeting, you are requested to choose between
three possibilities (proxy to the chairman of the meeting, abstention or
proxy to another shareholder by shading the appropriate
box.
|
PROXY
TO THE CHAIRMAN OF THE MEETING OR PROXY TO ANOTHER
SHAREHOLDER
(2) Art L.
225-106 of Code de Commerce (extract): "A shareholder
can have himself/herself represented by another shareholder or by his/her
spouse."
Any
shareholder can receive proxies issued by the other shareholders to have
themselves represented at a meeting, without any other limitations other
than those laid down by the law or by the articles of association fixing
the maximum number of votes to which a person is entitled both in his/her
own name or a proxy. Before each shareholders’ meeting, the Chairman of
the Board of Directors or the Executive Board may consult the shareholders
listed in article L. 225-102 in order to allow them to designate one or
several proxies to represent them at the shareholders’ meeting in
accordance with this article. Such consultation is obligatory when the
articles of association, having been modified pursuant to articles L.
225-23 or L. 225-71, require the shareholders’ ordinary meeting to appoint
to the Board of Directors or the Executive Board, one or more shareholder
employees or members of the Executive Board of a pension fund holding
shares in the company. The clauses in contradiction with the provisions of
the foregoing paragraphs are deemed to be invalid.
When
proxies do not indicate the name of the appointed proxy, the chairman of
the meeting will vote the proxy in favor of the adoption of the draft
resolutions presented or approved by the Board of Directors or the
Executive Board, and will vote the proxy against the adoption of all the
other draft resolutions. To give any other vote, the
shareholder must choose a proxy who accepts to vote as he/she
indicates.
|
(*) The
text of the resolutions are in the notification of the meeting which is sent
with this proxy (art R225-81 Code de Commerce) : please do not use both
« I VOTE BY POST » and « I HEREBY APPOINT » (art R 225-81 8°
CC). The French version of this document governs. The English translation is for
convenience only.
|
NB :
If any information included in this form is used for a computer file, it
is protected by the provisions of law 78-17 of January 6, 1978, especially
about rights of access and alteration that can be exercised by interested
parties.
|
|
67988
Flamel
|
Egan
/ O’Brien
|
Proof
2
|
Control
Number 67988
|
|
Flamel Technologies S.A. |
|
WO#
75304
|
 FOLD AND DETACH HERE |
|
|
|
|
|
Please mark your votes as
indicated
in this example
|
x |
|
The
Board of Directors advise to vote in favor of all resolutions, except for
resolution 14.
|
|
ORDINARY RESOLUTIONS
|
FOR
|
AGAINST
|
ABSTAIN
|
FOR
|
AGAINST
|
ABSTAIN
|
EXTRAORDINARY RESOLUTIONS
|
FOR
|
AGAINST
|
ABSTAIN
|
||||
|
1.
|
Approval
of Statutory Accounts
for year ended December
31, 2009.
|
o
|
o
|
o
|
6.
|
Renewal
of Mr. John L. Vogelstein
as Director.
|
o
|
o |
o
|
11.
|
Authorization
to be granted to the Board of Directors for allocation
of seven hundred and fifty thousand (750,000) stock
options
and taking note
|
o
|
o
|
o
|
|
2.
|
Allocation
of results to retained
earnings.
|
o
|
o
|
o
|
7.
|
Renewal
of Mr Francis JT Fildes
as Director.
|
o
|
o
|
o
|
of
the resulting capital increases.
|
||||
| 3. |
Renewal
of Mr Elie Vannier as
Director.
|
o
|
o
|
o
|
8. |
Renewal
of Mr. Stephen H. Willard
as Director.
|
o
|
o
|
o
|
12. |
Authorization
to be granted to the Board of Directors with a view to allocation
of two hundred thousand (200,000)
|
o
|
o
|
o
|
| 4. |
Renewal
of Mr. Frederic Lemoine
as Director.
|
o
|
o
|
o
|
9. |
Determination
of the annual amount
of Directors’ attendance
fees.
|
o
|
o
|
o
|
shares at no cost (“free shares”) and taking note of the resulting capital increases. | ||||
|
5.
|
Renewal
of Mr Lodewijk J.R. De
Vink as Director.
|
o
|
o
|
o
|
10.
|
Approval
of agreements referred
to in article L. 225-38
et seq. of the
Commercial
Code.
|
o
|
o
|
o
|
13. |
Authorization
to be granted to the Board of Directors for issue of a maximum number of
two hundred and fifty thousand (250,000) stock warrants (BSA) reserved for
a category of persons consisting of the company’s directors who are
neither authorized agents nor employees of the company, but including the
Chairman of the Board of Directors; authorization to be granted to the
Board of Directors for carrying out the resulting capital
increases.
|
o
|
o
|
o
|
|
|
|
|
|
14. |
Authorization
to be granted to the Board of Directors for increasing
the share capital by issues of shares reserved for the members
of a company saving plan established in application of
Articles L.3332-18 et seq. of the Labour Code.
|
o
|
o
|
o
|
||||||
|
|
|
|
|
15. |
Powers
for formalities.
|
o
|
o
|
o
|
||||||
 |
||||||||||||||
 |
RESTRICTED
SCAN LINE AREA
|
Mark Here for
Address Change
or
Comments
SEE
REVERSE
|
o
|
NOTE:
Please sign as name appears hereon. Joint owners should each sign. When signing
as attorney, executor, administrator, trustee or guardian, please give full
title as such.
|
Signature
|
Signature
|
Date
|
|
67988
Flamel
|
Egan
/ O’Brien
|
Proof
2
|
Control
Number 67988
|
|
|
||
|
If
no instructions are received by the Depositary from any Owner with respect
to any of the Deposited Securities represented by the American Depositary
Shares evidenced by such Owner’s Receipts on or before the date
established by the Depositary for such purpose, the Depositary shall deem
such Owner to have instructed the Depositary to vote such Deposited
Securities and the Depositary shall vote such Deposited Securities in
favor of any resolution proposed by the management of the Issuer and
against any resolution not proposed by such management, except in case
where (i) the Issuer does not wish such vote cast, (ii) substantial
opposition exists or (iii) such matter materially and adversely affects
the rights of holders of Shares or American Depositary
Shares.
|
||||
|
NOTE:
|
||||
|
As registered owners of American Depositary
Shares are not registered as holders of Shares on the registry maintained
by or on behalf of Flamel Technologies, S.A., in accordance with French
company law and the statuts
of the Flamel Technologies S.A., registered owners of American
Depositary Shares have no standing to (i) appear and vote at any meeting
of holders of Shares, or (ii) propose any resolution at any shareholders’
meeting. If a holder of American Depositary Shares wishes to appear and
vote at any meeting of the holders of Shares, or to propose any resolution
at such meeting, such holder must surrender its receipts and withdraw the
corresponding Deposited Securities pursuant to Section 2.5 of the Deposit
Agreement and become registered on the registry maintained by or on behalf
of Flamel Technologies S.A. at least (i) one (1) Paris Business Day prior
to the date of the relevant shareholders’ meeting to appear and vote at
such meeting, or (ii) twenty-five (25) calendar days prior to the date of
the relevant shareholders’ meeting to propose any such
resolution.
|
||||
 FOLD AND DETACH HERE |
||||
|
Flamel
Technologies S.A.
|
||||
|
Instructions
to The Bank of New York Mellon, as Depositary
(Must
be received prior to 5:00 p.m. on June 17,
2010)
|
||||
|
The
undersigned registered owner of American Depositary Shares hereby requests
and instructs The Bank of New York Mellon, as Depositary, to endeavor, in
so far as practicable, to vote or cause to be voted the amount of Ordinary
Shares or other deposited securities represented by such American
Depositary Shares registered in the name of the undersigned on the books
of the Depositary as of the close of business on May 18, 2010 at the
Combined Shareholders Meeting of Flamel Technologies S.A. to be held on
June 25, 2010 in respect of the resolutions specified on the
reverse.
|
||||
|
NOTE:
|
||||
|
Please
direct the Depositary how it is to vote by placing an X in the appropriate
box beside each resolution.
|
||||
|
Address
Change/Comments
(Mark
the corresponding box on the reverse side)
|
BNY
MELLON SHAREOWNER SERVICES
P.O.
BOX 3549
S
HACKENSACK NJ 07606-9249
|
|||
|
(Continued
and to be marked, dated and signed, on the other side)
|
||||
|
WO#
|
75304 | |||
|
FLAMEL
TECHNOLOGIES
|
|
Société
Anonyme with a share capital of Euros 2,973,702
|
|
Registered Office
:
|
|
Parc
Club du Moulin à Vent
|
|
33,
avenue du Docteur Georges Lévy
|
|
69693
VENISSIEUX (France)
|
|
379
001 530 R.C.S.
LYON
|
DOCUMENT AND INFORMATION
REQUEST FORM
Article
R.225-81 of the French Code de Commerce
I, the
undersigned:
_______________________________________
(first and last names and
address) owner of __________(number of shares owned)
registered shares of Flamel Technologies, a Société Anonyme with a share
capital of Euros 2,973,702 having its registered office at Parc Club du Moulin à
Vent, 33, avenue du Docteur Georges Lévy, 69693 VENISSIEUX (France), identified
under number 379 001 530 R.C.S. LYON (the "Company"),
Hereby
request that the documents referred to Art R.225-83 of the French Code de
Commerce and relating to the combined ordinary and extraordinary meeting of the
shareholders of the Company to be held at the registered office on June 25, 2010
at 11 a.m. (French time), be addressed to me at (address)
___________________________________________________________________________________________________
..
In my
capacity of owner of registered shares, I hereby also request in accordance with
Article R.225-88 of the French Code de Commerce that a proxy form together with
the documents and information set forth at Articles R.225-81 and R.225-83 of the
French Code de Commerce be addressed to me on the occasion of each subsequent
shareholders' meeting.*
I hereby
declare that these shares are registered in an account held by CACEIS or Crédit
Lyonnais**.
Done in
_______________, on ___________
Signature
of the shareholder
*To
be deleted if not requested
**
To be deleted if unuseful