Exhibit 4.3
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SANOFI-SYNTHELABO
General Meeting of Shareholders of May 18, 1999
Translation of Resolution number 29
RESOLUTION 29 (Authorization that need to be given to the Company for granting
options to subscribe and to buy shares)
The General Meeting of shareholders, regularly convened in conformity with the
quorum and majority requirements applicable to extraordinary shareholder
meetings, after examination of the report from the Board of Directors and the
special report from the auditors ("Commissaires aux comptes"), and provided that
the shares of the Company be admitted for trading on the First Market with
Monthly Regulations ("Premier Marche a Reglement Mensuel"):
- authorizes the Board of Directors, within the framework of the
legislation on commercial corporations, to grant options to subscribe
in newly issued shares of the Company that will be issued as a capital
increase or options to buy existing shares that have been redeemed by
the Company within the limits set by the law, for the benefit of
wage-earning employees and corporate officers ("mandataires sociaux")
of the Company and of French or foreign corporations or groups of
corporations that are connected to the Company following the
conditions set forth in article 208-4 of the law of July 24, 1966 on
commercial corporations (loi du 24 juillet 1966 sur les societes
commerciales), as those members will be defined by the Board;
- decides that the total number of options that would be granted by
virtue of the present authorization cannot lead to the subscription or
purchase of a number of shares that exceeds 2% of the company's share
capital or 3.652.935 shares; provided that if the 39th and 40th
Resolutions set forth hereafter were adopted by the General Meeting,
the number of shares would be 14.611.740;
- makes present authorization valid for a period of five years from the
date of present General Meeting;
- decides that, in compliance with the law, the issue price or the
purchase price of the shares cannot be less than 80% of the average of
the stock quotations on this market during the past 20 trading
sessions preceding the day of the meeting of the Board of Directors at
which the options will be granted, it being understood that,
furthermore, regarding the options to buy stock, the purchase price of
the stock on the day the option will be granted cannot be less than
80% of the average purchase price paid by the Company for the stock it
holds in compliance with the law, at the date on which the options
will be granted;
- decides that the options need to be exercised in a period no longer
than 10 years from the day they will be granted;
- records that the present authorization holds, for the benefit of the
grantees of subscription options, that the shareholders expressly
waive their preferential subscription rights for the shares that will
be issued progressively upon exercise of the options and decides that
the amount in capital increase as a result should be added to the
amount of capital increase authorized by the present General Meeting
according to the 24th, 25th, 27th and 28th Resolutions.
The Board of Directors is given full powers, in the limits described above, to:
- set the conditions for the granting of the options, the dividend
entitlement of the shares ("les modalites de jouissance") and, if
needed, for the release of the shares (paid-up shares), said
conditions can contain clauses that restrict immediate resale of all
or part of the shares, provided however that the minimum holding
period cannot exceed three years from the exercise of the option, and
to add or modify the conditions relating to these options if
necessary;
- make up the list of beneficiaries (i.e. grantees) of the options, as
prescribed above;
- decide at which conditions the price and number of shares can be
adjusted, in particular in the different hypothesis set forth in
articles 174-8 to 174-16 of Decree number 67-236 of March 23, 1997;
- set the period or periods for exercising the options that will be
granted;
- foresee the possibility to temporarily suspend the right to exercise
the options for a period of maximum three months in case of financial
operations that imply the exercise of a right attached to the shares;
- accomplish or have accomplished all acts and formalities in order to
render definitive all capital increases that can be done in accordance
with the authorization given under the present Resolution; adapt the
articles in consequence, and more generally, do all that will be
necessary;
- by its own decision and if it considers it opportune, impute the costs
of capital increases on the amount of premiums related to such capital
increases and to deduct from that amount the sums necessary to make
sure the legal reserve ("la reserve legale"), after each capital
increase, reaches the level of 10% of the new capital amount.
The General Meeting records the fact that the capital increase resulting from
the exercise of the options will be definitely accomplished by the sole
subscription of the new shares accompanied by the declaration (notice) of the
exercise of the options and the liberation of the paid-in capital for the
shares, which can be accomplished either in cash or by compensation with
monetary claims against the Company.
At the first meeting after the closing of each exercise, the Board of Directors,
or on delegation, the President, will establish, if it is necessary, the number
and the amount of shares issued, during the period set for exercise of the
options, as a result of the exercise of options and will change the articles
accordingly to reflect that change.
This Resolution has been adopted unanimously.