**Exhibit 1.1**

**Genesys SA by-Laws**

**TITLE I — FORM — PURPOSE —CORPORATE NAME — REGISTERED OFFICE — TERM**

**ARTICLE 1— FORM**

The company shallbe under form of a French *société anonyme*.It shall be governed by the legal and regulatory provisions applicable to *sociétés anonymes*, as well as by these by-laws.

**ARTICLE 2— PURPOSE**

The purpose of thecompany shall be, in France and abroad:

-     any transactions related to: research, exploitation, studies,design, development, tests, manufacturing, experimentation, production,distribution, applications, technology transfers concerning components,equipment, systems, services, implementing material and/or software related tomicro-electronics and/or optoelectronics, and/or optics, and/or mechanics,and/or acoustics, and/or chemistry, and/or biochemistry, and/or communications,and/or computer science, and/or artificial intelligence, falling within thecommunication and leisure fields,

-     directly or indirectly, on its own behalf or on behalf of thirdparties, either alone or with third parties, through creation of new companies,contributions, support, subscription to purchase securities or corporaterights, merger, alliance, partnership or renting or letting out or managementof any goods or rights or otherwise,

-     and more generally, all financial, commercial, industrial,civil, real or movable property transactions whatsoever that may be, indirectlyor directly, connected with any of the specified purposes or with anycomponents of corporate property,

In particular, thecompany may organize a centralized cash management system with companies havingwith it, either directly and/or indirectly, share capital links, with a view tofavor the optimal management both of resort to credit and investment of cashsurplus through any means complying with the applicable law on the day ofapplication of such system.

**ARTICLE 3— CORPORATE NAME**

The company’scorporate name shall be:  “GENESYS”.

**ARTICLE 4— REGISTERED OFFICE**

The registeredoffice shall be located at:  “L’Acropole”,954/980 Avenue Jean Mermoz, 34000 Montpellier.

The Board ofDirectors shall be empowered to transfer the registered office under theconditions provided for by applicable law and regulations.

**ARTICLE 5— TERM**

The term of thecompany shall be 99 years beginning on the date of its registration with theRegistry of Commerce and Companies, except early dissolution or extension.

**TITLE II — SHARE CAPITAL — SHARES**

**ARTICLE 6— SHARE CAPITAL**

From now on theshare capital is sixty nine million seven hundred ninety eight thousand twohundred eighty six (69,798,286) euros. It is divided in sixty nine millionseven hundred ninety eight thousand two hundred eighty six (69,798,286) shareseach having a nominal value of one euro.

**ARTICLE 7— MODIFICATIONS OF THE SHARE CAPITAL**

The share capitalmay be increased, reduced or amortized under the conditions provided for byapplicable law and regulations.

1

----

**ARTICLE 8— PAYING-UP OF THE SHARES**

Any subscriptionof shares in cash at the time of a capital increase must come with the paymentof one quarter at least of the par value of the subscribed shares and theaggregate issue premium, if any.

The paying-up ofthe remainder may occur in one or several times upon call of the Board ofDirectors, within a five-year period as from the day when such capital increasehas become final.

Calls for suchfunds shall be notified to the subscribers at least fifteen days before thedate set for each payment, either by registered mail with return receiptrequested, or by notice published in a legal notice journal in the venue of theregistered office.

Any delay in thepayment of the sums due on the unpaid-up amount of the shares bears,automatically and without need to carry out any formality, interest at thelegal rate, from the date of payability of such sums, without prejudice to thepersonal action that the company may exercise against the defaultingshareholder and the measures for immediate enforcement provided for by the law.

**ARTICLE 9— FORM OF THE SHARES**

1. Identificationof shareholders

The shares shallbe held in registered or bearer form, at the shareholder’s election. The sharesand all other securities issued by the company must be recorded on an accountin the name of their owner pursuant to the applicable legal and regulatoryprovisions.

When the owner ofthe securities has not his domicile on the French territory, any intermediarymay be registered on behalf of such owner. Such registration may be carried outunder form of collective account or in several individual accounts, eachcorresponding to one owner.

The registeredintermediary shall, when opening his account with either the issuing company orthe authorized bookkeeping financial intermediary, declare his capacity asintermediary holding securities on behalf of another person.

With a view to theidentification of holders of bearer securities, the company may ask at any timethe body in charge of clearing the securities, if any, the name or corporatename, nationality, year of birth or incorporation and address of the holders ofsecurities that carry, immediately or in the future, rights to vote at its ownmeetings, as well as the quantity of securities held by each of them and therestrictions burdening such securities, if any.

Considering thelist provided by the body in charge of clearing the securities, the company mayask either such body either directly the persons appearing on such list and whothe company assumes that they may be registered on behalf of third parties, theinformation regarding the owners of the securities.

In case of registeredsecurities, the company may ask at any time the intermediary registered onbehalf of third party owners of securities to reveal the identity of the ownersof such securities.

As long as thecompany assumes that some holders of securities, under bearer or registeredform, and whose identity has been communicated to it are holders on behalf ofthird party owners of securities, it shall be entitled to ask such holders,under the conditions provided for below, to reveal the identity of the ownersof such securities.

At the end of theinformation requests referred to above, the company may ask any legal entityholding its shares and owning interests in excess of 1/40th of the capital orvoting rights to notify to it the identity of persons directly or indirectlyholding more than one third of its capital or voting rights.

When the personbeing the purpose of an information request pursuant to the provisions of this Article doesnot answer within the prescribed periods or sends erroneous or incompleteinformation, the securities for which such person has been registered inaccount will be deprived of right to vote at all Shareholders’ Meetings untilthe date of regularization of the identification and the payment of dividendsis postponed until such date.

2. Thresholdcrossing

Any individual orlegal entity, acting alone or in concert with others, who will hold or cease tohold, directly or indirectly, a portion equal to, or greater than, 1% of theshare capital or a multiple of such portion up to the threshold of 34% of theshare capital, shall be bound to notify the company, by registered mail withreturn receipt requested within a period of five trading days from the day anyof such thresholds is crossed, the total number of shares and voting rights itowns directly and in concert, as well as the number of securities grantingaccess in the future to the capital of the company and the voting rightspotentially attached thereto.

2

----

The intermediaryregistered as holder of securities shall be bound, without prejudice to theobligations of the owners of such securities, to carry out the declarationsprovided for in this Article for all the shares of the company for whichit is registered in account.

Non-compliancewith the foregoing provisions shall be sanctioned by the deprivation of thevoting rights attached to the securities exceeding the undeclared portion atall Shareholders’ Meetings being held within two years following the date ofregularization of the notification provided for above, if the application ofsuch penalty is required by one or more shareholders holding at least 5% of theshare capital, such request being recorded in the minutes of the Shareholders’Meeting.

**ARTICLE10 — ASSIGNMENT AND TRANSFER OF THE SHARES**

The shares shallbe freely negotiable. Assignments or transfers of shares shall be carried outvis-à-vis the company and third parties by book entry from account to accountunder the conditions provided for by the applicable regulations. The provisionsof this Article shall also apply to the other securities of all natureissued by the company.

**ARTICLE 11 — RIGHTS AND OBLIGATIONS ATTACHED TOTHE SHARES**

Each share shallentitle the holder to a part in the profits and the corporate assets, inproportion to the portion of the capital it represents.

The shareholdersmay be held responsible for up to the par value of the shares they own.

The rights andobligations attached to the share shall follow the title when it is transferredto another person.

The ownership of ashare shall automatically include the approval of the company’s by-laws and thedecisions of the Shareholders’ Meeting.

Heirs, creditors,assignees or other representatives of a shareholder may not require oppositionto seals on the properties and values of the company, or request the distributionor public sale thereof, or interfere with the instruments of its management. Theymust, to exercise their rights, refer to the corporate inventories anddecisions of the Shareholders’ Meeting.

Each time it isnecessary to own several shares to exercise any right, the owners of isolatedsecurities, or in a number lower than required, may exercise such rights onlyprovided that they take responsibility for the grouping and possibly thepurchase or sale of necessary securities.

All shareentitles, during the existence of the company or upon liquidation, to thepayment of the same net amount for any allocation or reimbursement;  consequently, all the shares will be groupedas regards tax credits or imputations, and for all taxes likely to be borne bythe company, considering their respective par value and right to exercise.

Each shareholder shallhave a number of votes equal to the number of shares which he or she owns orrepresent subject to the following provisions.

A double voting rightshall be attributed to all shares held in registered form and fully paid-upthat are registered in the name of the same shareholder for at least two years.

Double voting shall ceaseautomatically upon conversion of the holding of the shares from registered formto bearer form or transfer of their ownership, subject to the limitationsprovided by law. New shares allocated to shareholders pursuant to acapitalization of reserves, profits or issue premiums shall benefit from thedouble voting right upon their issuance to the extent they relate to shareswhich themselves benefit from such right.

**ARTICLE12 — INDIVISIBILITY OF SHARES — OWNERSHIP WITHOUT USUFRUCT — USUFRUCT — PLEDGE**

The shares shallbe indivisible vis-à-vis the company.

Joint owners ofshares must be represented with the company by only one of them or by a soleagent, who will be appointed by a court in case of disagreement.

Except otherwiseagreed and notified to the company, owners with usufruct in respect of sharesvalidly represent the owners without usufruct vis-à-vis the company. However,the voting right shall belong to the owner without usufruct at theExtraordinary Shareholders’ Meetings.

The voting rightshall be exercised by the owners of securities given as pledge.

3

----

**TITLE III — ADMINISTRATION OF THE COMPANY —SUPERVISION**

**ARTICLE13 — BOARD OF DIRECTORS — FORMATION — CHAIRMAN**

1. Formation

The company shallbe managed by a Board of Directors whose members are elected by the OrdinaryShareholders’ Meeting. Such Board is formed of at least three members and atmost eighteen (18), subject to the exemptions provided for by law.

Their term ofoffice shall be a maximum of six years. The term of office as director shallend upon adjournment of the Ordinary Shareholders’ Meeting approving thefinancial statements for the past fiscal year, held in the year during whichthe term of office of said director expires. Any outgoing directors may bere-elected.

The directors maybe revoked at any time by the Ordinary Shareholders’ Meeting.

The directors maybe individuals or legal entities.

The number ofdirectors being more than 70 years old may not be greater than one third of thedirectors in office.

The directors whoare individuals may belong to boards of directors or supervisory boards ofother companies only under the conditions provided for by law.

One or moreemployees may be appointed as directors pursuant to the legal and regulatoryprovisions in force. An employee of the company may be appointed as directoronly under the conditions provided for by law. The number of directors boundwith the company by an employment contract may not exceed one third of thedirectors in office. The directors elected by the employees are not taken intoaccount in determining the maximum number of directors referred to in the firstparagraph of this Article.

The directors musteach be the owner of at least one share. Such provision does not apply toappointed employee shareholders, if any, who are members of the Board ofDirectors pursuant to legal provisions. The directors appointed during theexistence of the company do not have to be shareholders at the time of theirappointment, but must become so within a three-month period, failing which theyare automatically deemed to resign.

2. Chairmanof the Board of Directors

The Board of Directorsshall elect, among its members, a Chairman and, if necessary, severalvice-chairmen.

The term of officeas Chairman may not exceed that of his position as director. He may bere-elected. The Board of Directors may revoke him at any time.

The Chairmanrepresents the Board of Directors. He organizes and conducts the works thereof,which he reports to the shareholders’ meeting. He sees to the good running ofthe company’s bodies and makes sure, in particular, that the directors are ableto fulfill their assignment.

The age limit toexercise the position as Chairman is 65 years old.

3. Committees

The Board ofDirectors may decide the creation of committees in charge of studying theissues that itself or its Chairman submits, for opinion only, to their examination.It sets the composition and attributions of the committees. They shall exercisetheir activity under its responsibility.

**ARTICLE14 — DELIBERATIONS OF THE BOARD OF DIRECTORS**

1. Notice ofmeeting

The Board ofDirectors shall meet as often as the interest of the company requires, uponnotice given by the Chairman. The Managing Director and, in the event that theBoard of Directors was not held less than two months ago, directorsrepresenting at least one third of the members of the Board, may also requestthe Chairman to convene the Board of Directors. Outside such cases, where theChairman is bound by the requests sent to him, the agenda shall be determinedby the Chairman. The meeting shall take place either at the registered office,or in any other place indicated in the notice of meeting.

In principle, thenotice of meeting shall be made three days before by letter or telex. However,in case of urgency, the convocation may be made without prior notice and by allmeans, even orally. Any notice of meeting must mention the main issuesappearing in the agenda.

4

----

The meetings of the Board of Directors may, in compliancewith the applicable legal and regulatory provisions, take place byvideoconference.

The Board’smeeting shall be chaired by the Chairman or, failing any, by the oldestvice-chairman or by the most senior directors. The Board shall appoint theperson who will act as secretary, who needs not be a members.

2. Quorum -Majority

For thedeliberations to be valid, the effective presence of at least half of thedirectors is necessary.

However, thedirectors taking part in the deliberations of the Board of Directors throughvideoconference shall be deemed to be present for the calculation of the quorumand majority. Such provision however does not apply to adopt resolutionsrelating to the preparation of the annual financial statements, consolidatedfinancial statements, the management report, as well as the report on themanagement of the group if not included in the annual report, appointment orrevocation of the chairman of the Board of Directors, as well as thedetermination of his compensation, the determination of the compensation andrevocation of the Managing Director, the appointment and revocation, as well asthe determination of the compensation of the vice managing directors.

The decisionsshall be made by a majority of the votes of the members present or represented,each director having one vote. Each director may not represent more than one ofhis/her colleagues. In case of a tie, the chairman of the meeting has castingvote.

3. Registersand minutes

The deliberationsof the Board of Directors shall be recorded in minutes drawn up pursuant to theapplicable legal and regulatory provisions and signed by the chairman of themeeting and by one director or, in case of disability of the chairman, by twodirectors.

An attendanceregister is held and signed by the directors attending the meeting. Thejustification of the number of directors in office and their appointmentvalidly results, vis-à-vis third parties, from the sole statements in theminutes of each meeting.

Copies or extractsfrom these minutes shall be certified by the chairman of the Board ofDirectors, one managing director, the director temporarily delegated in theoffice as chairman or an agent empowered in this respect.

**ARTICLE15 — POWERS OF THE BOARD OF DIRECTORS**

The Board ofDirectors determines the orientations of the company’s activity and sees totheir implementation. Subject to the powers expressly granted to the shareholders’meetings and within the limit of the corporate purpose, it shall deal with allissues regarding the good running of the company and settles by itsdeliberations the matters related thereto.

In the relationswith third parties, the company shall be held responsible even by acts of theBoard of Directors that do not fall within the corporate purpose, unless itbrings evidence that the third party knew that the act was exceeding thispurpose or that it could not ignore it given the circumstances, the solepublication of the by-laws being not sufficient to bring evidence.

The Board ofDirectors proceeds to all such supervisions and controls as it may deemappropriate. Each director receives all information necessary to fulfill hisassignment and may be communicated all such documents as he may deem useful.

**ARTICLE16 —GENERAL MANAGEMENT**

Either thechairman of the Board of Directors, or any individual chosen among its membersand appointed as Managing Director shall assume, under his responsibility, thegeneral management of the company.

The choice betweenthe two conditions of exercise of the general management is made by the Boardof Directors at the time of appointment of its Chairman. The option retained bythe Board of Directors may be challenged only at the time of renewal orreplacement of the chairman of the Board of Directors or upon expiration of theterm of office of the Managing Director. The shareholders and third parties areinformed thereof pursuant to the applicable legal and regulatory provisions.

In the event thatthe Chairman exercises the office as Managing Director, the provisions of theseby-laws relating to the latter apply to him.

The ManagingDirector may be revoked at any time by the Board of Directors. If therevocation is decided without fair ground, it may result in damages, unless heassumes the position as chairman of the Board of Directors.

The ManagingDirector shall have the most extended powers to act under all circumstances inthe name of the company. He exercises such powers within the limit of thecorporate purpose and subject to the powers expressly granted by the law to theshareholders’ meetings and to the Board of Directors. The Managing Directorrepresents the company in its relations with 

5

----

third parties. Thecompany shall be held responsible even by acts of the Managing Director that donot fall within the corporate purpose, unless the company brings evidence thatthe third party knew that the act was exceeding this purpose or could notignore it given the circumstances. The provisions of the by-laws or thedecisions of the Board of Directors limiting the powers of the ManagingDirector are not enforceable vis-à-vis third parties. The Managing Director maybe authorized by the Board of Directors to grant security, endorsement andguarantees given by the company under conditions and within limits set by theapplicable regulations. A Managing Director who is an individual may exerciseanother position as managing director only under the conditions provided for bylaw.

Upon proposal ofthe Managing Director, the Board of Directors may appoint one or severalvice-managing directors, within the limit of five. The vice-managing director(s) maybe chosen among the members of the board or outside them. They may be revokedat any time by the board upon proposal of the Managing Director. If therevocation is decided without fair ground, it may result in damages. When theManaging Director ceases to exercise or cannot exercise such position, thevice-managing director(s) shall remain in office and shall keep theirattributions until the appointment of the new Managing Director, unlessotherwise decided by the board. In agreement with the Managing Director, theBoard of Directors determines the scope and term of the powers entrusted to thevice-managing directors. The vice-managing directors shall have vis-à-vis thirdparties the same powers as the Managing Director.

**ARTICLE 17 — CORPORATE OFFICERS AND MANAGERS**

The OrdinaryShareholders’ Meeting may grant to the directors, as attendance fees, a sum seteach year and which amount is charged to operating expenses of the company.

The Board ofDirectors shall divide this compensation among its members as it wishes.

The Board ofDirectors sets the amount and conditions of the compensation of the Chairmanand of the Managing Director or vice-managing director(s), if any.

The Board ofDirectors may grant exceptional compensation for assignments or agenciesentrusted to directors;  in such case,such compensation shall be charged to operating expenses and submitted to theapproval of the Ordinary Shareholders’ Meeting.

No othercompensation may be granted to the directors unless they are bound with thecompany by an employment contract under the conditions authorized by law.

**ARTICLE18 — AGREEMENTS BETWEEN THE COMPANY AND A DIRECTOR, A MANAGING DIRECTOR OR ASHAREHOLDER**

Any agreemententered into, either directly or through an intermediary, between the companyand a member of the Board of Directors, a managing director or a vice-managingdirector shall be submitted to the prior authorization of the Board ofDirectors.

Any agreemententered into, either directly or through an intermediary, between a shareholderhaving a portion of voting rights greater than 5% or, in case of a companyshareholder, the company controlling it, shall be submitted to the priorauthorization of the Board of Directors.

The same appliesfor agreements in which any of the persons referred to in the previousparagraphs is indirectly interested or in which it deals with the companythrough an intermediary.

The same applies for agreements between the companyand another undertaking, in the event that any of the directors or managingdirectors or vice-managing directors of the company is the owner, unlimitedpartner, manager, director, managing director, member of the supervisory boardor managing board of the undertaking, or generally senior managers of suchundertaking.

The foregoingprovisions do not apply to agreements relating to usual transactions of thecompany and entered into under normal conditions. However, the interestedperson shall communicate such agreements to the chairman of the Board ofDirectors. The president shall communicate the list and purpose of saidagreements to the members of the Board of Directors and the statutory auditors.

Any shareholdercompany having more than 5% of the voting rights of the company shall undertaketo request to any company by which it is controlled or which it controls toinform of such situation the company prior to entering into with the latter anagreement submitted to the provisions of this Article.

The interesteddirector, managing director, vice-managing director or shareholder shall bebound to inform the Board of Directors as soon as he has knowledge of anagreement submitted to authorization. He may not take part in the vote on therequested authorization.

Such agreementsshall be authorized under the conditions provided for by law.

6

----

**ARTICLE 19 — STATUTORY AUDITORS**

Audit of thecompany’s financial statements shall be carried out by two statutory auditorsand two alternate auditors who shall be appointed and shall exercise theirassignment pursuant to the law.

**TITLE IV — SHAREHOLDERS’ MEETINGS**

**ARTICLE20 — SHAREHOLDERS’ MEETINGS**

Collectivedecisions of shareholders shall be taken in Shareholders’ Meetings, which arequalified as Ordinary, Extraordinary or Special according to the nature of thedecisions they are called to make.

Special Meetingsgather the holders of shares of a determined class to rule on anymodification to the rights of the shares of this class. These Meetings shall beconvened and shall rule under the same conditions as the ExtraordinaryShareholders’ Meetings.

Any Shareholders’Meeting duly constituted represents all of the shareholders.

The deliberationsof the Shareholders’ Meeting shall be binding upon all shareholders, evenabsent, dissidents or incapable.

**ARTICLE21 — NOTICE — AGENDA**

Shareholders’Meeting shall be convened and shall rule under the conditions provided forby law. The meetings shall take place either at the registered office, or inany other place specified in the notice of meeting.

The agenda of theMeetings shall be decided by the author of the notice of meeting.

One or moreshareholders, representing at least the portion of share capital set by law andacting under the legal conditions and time periods, shall have the possibilityto require, by registered mail with return receipt requested, that draftresolutions be mentioned in the agenda of the Meeting.

The Shareholders’Meeting may not decide on any issue that is not mentioned in the agenda, whichmay not be modified upon second notice of meeting. However, it may, under allcircumstances, revoke one or more directors and carry out their replacement.

**ARTICLE22 — ACCESS — POWERS — QUORUM**

Any shareholder shall beentitled, upon justification of his/her identity, to take part in theShareholders’ Meetings either by attending them personally, under theconditions set by the laws and regulations, by sending back their proxy andpaper mail votes or upon decision of the Board of Directors published in thenotice of meeting or in the notice of publication, by remote transmission underthe conditions set by said notice.

Such right to attend theShareholders’ Meetings shall be exercised, subject to:

                        for the holders of registered shares, anominal registration in the company’s registers;

                        for the holders of bearer shares, thefiling, in the places mentioned in the notice of meeting, of a certificatedelivered by a bookkeeping authorized intermediary certifying that their sharesare registered in a blocked account until the date of the meeting.

These formalities shallbe carried out two days at least before the meeting. However, the Board ofDirectors may reduce or suppress this period.

The owners of sharesregistered in account in the name of their intermediary may be represented tothe shareholders’ meetings by such intermediary.

In case of a voteby mail, for purpose of calculating the quorum, only the forms received by thecompany before the Meeting, under the conditions set by regulations, shall betaken into account.

Shall be deemedpresent for the calculation of the quorum and the majority the shareholderswho, upon decision of the Board of Directors to resort to suchtelecommunication means, take part in the meeting through videoconference orthrough other telecommunication means enabling their identification under theconditions provided for by law and regulations.

7

----

**ARTICLE23 — ATTENDANCE SHEET — OFFICERS OF THE MEETING — MINUTES**

In each Meeting anattendance sheet shall be kept including the indications required by law. Thisattendance sheet, duly initialed by the shareholders present and the agents andto which is attached the powers granted to each agent and any votes by mail,shall be certified true by the officers of the meeting.

The Meetings shallbe chaired by the chairman of the Board of Directors or, if he is absent, by avice-chairman or by a director specifically delegated for this purpose by theBoard. If the Meeting is convened by the statutory auditor(s), the meetingshall be chaired by one of them. In all events, failing any person empowered orappointed to chair the Meeting, the latter shall elect its chairman.

The position astellers shall be exercised by the two shareholders, who are present and whoaccept it, having both by themselves and as agents, the largest number of votes.The officers of the meeting so gathered shall appoint a secretary who needs notbe a shareholder. The assignment of the officers of the meeting shall be tosupervise, certify and sign the attendance sheet, to ensure the good holding ofthe discussions, to rule on disputes during the meeting, to verify theexpressed votes and to ensure the regularity thereof and to see to the drawingup of minutes.

Minutes shall bedrawn up and copies or extracts from the discussions shall be delivered andcertified pursuant to the law.

**ARTICLE24 — ORDINARY SHAREHOLDERS’ MEETING**

The OrdinaryShareholders’ Meeting is the meetings called to make all decisions that do notamend the by-laws.

It must be held atleast once a year within the applicable legal and regulatory time-periods, toapprove the financial statements for the previous fiscal year and theconsolidated financial statements, if any.

Its powers shallinclude, in particular, the following:

To approve, modifyor reject the financial statements submitted to it;

To rule onthe consolidated financial statements;

To rule onthe distribution and allocation of the profits by complying with the statutoryprovisions;

To appoint andrevoke the directors and statutory auditors;

To approve orreject the appointment of directors provisionally carried out by the Board ofDirectors;

To rule onthe special report of the statutory auditors concerning the agreementssubmitted to the prior authorization of the Board of Directors;

To authorize theconstitution of real security interests that might be granted to them.

The OrdinaryShareholders’ Meeting validly rules, upon first notice of meeting, only if theshareholders, present, represented or having voted by mail own at least onefourth of the shares having voting rights. Upon second notice of meeting, noquorum is required.

It shall rule uponmajority of the votes held by the shareholders present or represented,including the shareholders having sent votes by mail.

**ARTICLE25 —EXTRAORDINARY SHAREHOLDERS’ MEETINGS**

The ExtraordinaryShareholders’ Meeting is the only one empowered to modify any provision of theby-laws. However, it may not increase the commitments of the shareholders,subject to the transactions resulting from an exchange or regrouping of sharesduly approved and carried out.

The ExtraordinaryShareholders’ Meeting acts validly only if the shareholders present,represented or having sent a vote by mail, own at least, upon first notice ofmeeting, one third and, upon second notice of meeting, one fourth of the shareshaving voting rights. Failing this latter, the second meeting may be postponedto a subsequent date no later than two months after the meeting for which ithad been convened.

The ExtraordinaryShareholders Meeting shall adopt resolutions upon a two thirds majority of thevotes held by the shareholders present or represented, including theshareholders having sent votes by mail.

8

----

**ARTICLE26 —COMMUNICATION RIGHT OF THE SHAREHOLDERS**

Each shareholdershall be entitled to receive the documents necessary for him/her to decide withfull knowledge and to pass an informed judgement on the management and conductof the company.

The nature ofthese documents and the conditions of sending or availability shall bedetermined by applicable law.

**TITLE V — ANNUAL FINANCIAL STATEMENTS —DISTRIBUTION OF PROFITS**

**ARTICLE27 — FISCAL YEAR**

The fiscal yearshall last twelve months. It shall begin on January 1 and end on December 31.

**ARTICLE28 — INVENTORY — ANNUAL FINANCIAL STATEMENTS**

A regularaccounting of the corporate transactions shall be kept in accordance with law.

Upon closing ofeach fiscal year, the Board of Directors shall draw up the inventory of thevarious assets and liabilities existing on such date.

It shall also drawup the balance sheet describing the assets and liabilities and distinctlyshowing the equity capital, the profit and loss accounts summarizing theproceeds and expenses of the fiscal year, as well as notes completing andcommenting the information given by the balance sheet and the profit and lossaccount, as well as the consolidated financial statements.

The necessaryamortization and reserves shall be carried out, even in case of absence orinsufficiency of the profit. The amount of the commitments secured, endorsed orguaranteed by the company shall be mentioned after the balance sheet.

The Board ofDirectors shall prepare a management report on the business of the companyduring the past fiscal year, its foreseeable evolution, the material eventsthat have occurred between the date of closing of the fiscal year and the dateon which it is drawn up, and its research and development activities.

The report of theBoard of Directors shall give an account of the aggregate compensation andbenefits in kind paid during the fiscal year to each corporate officer by thecompany, as well as the companies controlled by it.

If necessary, theconsolidated financial statements and a management report of the Group shallalso be drawn up at the Board of Directors’ diligence and presented to theOrdinary Shareholders’ Meeting.

**ARTICLE29 — DETERMINATION — ALLOCATION AND DISTRIBUTION OF PROFITS**

The profit andloss account summarizing the proceeds and expenses of the fiscal year shallshow the amount, after deducing the amortization and reserves, of the profitfor the fiscal year.

From the profit ofthe fiscal year reduced by prior losses, if any, at least 5 % shall bewithdrawn to create a legal reserve fund. This withdrawal is no longer requiredwhen the reserve fund reaches one-tenth of the share capital;  it is required once again when, for anyreason whatsoever, the legal reserve has decreased below this one-tenth.

The distributableprofits shall be the profits reduced by any prior losses and the amountsallocated to the reserve, pursuant to the law and the by-laws, and increased byany profits carried forward.

These profitsshall be distributed among all shareholders in proportion to the number ofshares belonging to each of them. The Shareholders’ Meeting may decide thedistribution of amounts withdrawn on the reserves that are available to it, byexpressly indicating the items of the reserve on which the withdrawals arecarried out.

However, dividendsshall be in priority withdrawn from the profits of the fiscal year. Other thanin case of capital reduction, no distribution may be made to shareholders whenthe equity capital is or would become further to it, lower than the minimumamount of the capital increased by reserves which, according to the law or theby-laws, may not be distributed. The difference of reassessment may not bedistributed. It may be fully or partially incorporated in the capital.

However, afterdeducting the reserved amounts, pursuant to the law, the Shareholders’ Meetingmay withdraw any such amount as it may deem appropriate to allocate to anyfacultative, ordinary or extraordinary reserve funds, or may carry amountsforward.

**ARTICLE30 — TERMS AND CONDITIONS OF PAYMENT OF THE DIVIDENDS — INTERIM DIVIDENDS**

The Shareholders’Meeting shall have the power to grant to each shareholder, for all or part ofthe distributed dividend, an option to receive the payment of the dividend inshares, under the legal conditions, or in cash.

The terms andconditions of payment of the dividends in cash shall be determined by theShareholders’ Meeting or, failing any, by the Board of Directors.

9

----

The payment of thedividends in cash shall take place within a maximum of nine months after theend of the fiscal year, unless extension of this period by court authorization.

However, when abalance sheet, drawn up during or at the end of the fiscal year and certifiedby a statutory auditor, shows that the company, since the closing of theprevious fiscal year, after constitution of the necessary amortization andreserves and deduction of the prior losses, if any, as well as the reservedamounts, pursuant to the law or the by-laws, has realized a profit, interimdividends may be distributed before the approval of the financial statements forthe fiscal year. The amount of these interim dividends may not exceed theamount of the profit so defined.

No recovery ofdividend may be made from the shareholders except when the distribution hasbeen made in breach of the legal provisions and that the company bringsevidence that the beneficiaries knew the irregular nature of this distributionat the time it was made or could not ignore it. If necessary, the proceedingsfor recovery are forfeited unless brought three years after the payment ofthese dividends.

Dividends notclaimed within five years after their payment shall be forfeited.

**TITLE VI — DISSOLUTION — LIQUIDATION — DISPUTES**

**ARTICLE31 — DISSOLUTION — LIQUIDATION**

Other thanpursuant to dissolution by a court in accordance with law, the company shall bedissolved upon expiration of the term set by the by-laws or by decision of theExtraordinary Shareholders’ Meeting.

One or moreliquidators shall be then appointed by this Extraordinary Shareholders’ Meetingunder the quorum and majority conditions provided for the Ordinary Shareholders’Meetings.

The liquidatorshall represent the company. He shall have full powers to sell off the assets,even amicably. He is empowered to pay the creditors and distribute theavailable remainder.

The Shareholders’Meeting may authorize him to carry on the current business or to enter into newbusiness for the purposes of the liquidation.

The distributionof the net assets remaining after reimbursement of the par value of the sharesshall be made between the shareholders in the same proportions as their equitycapital.

**ARTICLE 32 — DISPUTES**

Any and all disputes thatmay arise out during the term of the company or its liquidation, either betweenshareholders, directors and the company, or among the shareholders themselves,relating to corporate business, shall be settled pursuant to the law andsubmitted to the courts having jurisdiction in the venue of the registeredoffice.

10

----