**Exhibit 99.2**

**DIRECTORSAND OFFICERS CODE OF BUSINESS CONDUCT AND ETHICS**

Genesys S.A. (the “Company”) is publicly listed on TheNasdaq National Stock Market, Inc. (“NASDAQ”) in the United States. As aresult, the Company is subject to U.S. laws, rules and regulationsapplicable to foreign private companies that are publicly listed in the UnitedStates, as well as the specific requirements of NASDAQ.

In accordance with Nasdaq Marketplace Rule 4350(n), the Company is adopting codes of business conduct and ethics applicable toall directors, officers and employees. The requirement of a publicly availablecode of business conduct and ethics is intended to demonstrate to investorsthat the Company has carefully considered the requirement of ethical dealing.For employees, this requirement is designed to provide assurance that reportingof questionable behavior is protected, to promote ethical behavior by others,and to foster an atmosphere of self-awareness and prudence.

Recognizing the importance of uncompromising integrityon the part of its directors and officers, the Company has adopted this Code ofBusiness Conduct and Ethics (the “Code”). Accordingly, it is the Company’spolicy that each director and officer shall:

·                  conductthemselves at all times with honesty and integrity, avoiding actual or apparentconflicts of interest between personal and professional relationships;

·                  provideinformation to other employees, officers or directors of the Company, asapplicable, in order to cause the Company to provide disclosure that is full,fair, accurate, complete, objective, timely and understandable in the Company’sreports filed with the U.S. Securities and Exchange Commission and with theAutorité des Marchés Financiers and in its other public communications;

·                  causethe Company to comply with applicable laws, rules and regulations of allFrench, U.S. and other governmental entities and other private and publicregulatory agencies to which the Company is subject, including The Nasdaq StockMarket, Inc., Euronext Paris S.A., and any other exchanges on which theCompany’s securities may be listed;

·                  actin good faith, responsibly, with due care, competence and diligence, andwithout any misrepresentation of material facts or circumstances;

·                  actobjectively, without allowing his or her independent judgment to besubordinated;

·                  respectthe confidentiality of Company information, except when authorized or otherwiserequired to make any disclosure, and avoid the use of any Company informationfor personal advantage;

·                  acceptaccountability for adherence to this Code and promote compliance with this Codeby others under his or her supervision, as applicable;

·                  ifthere are objectively reasonable and specific reasons to believe this Code hasbeen violated, promptly report violations of this Code to the General Counselor to another appropriate officer;

·                  promoteethical behavior by others under his or her supervision, as applicable; and

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·                  actin the interests of the Company, and in particular use responsibly all assetsand resources of the Company entrusted to him or her.

A similar code of business conduct and ethics appliesto the Company’s employees.

The Board of Directors of the Company shall beresponsible for approving this Code and any amendments hereto. The Board of Directorsmay consult the Audit Committee on any contemplated modification. Only theBoard of Directors shall grant waivers of this Code for officers or directors.

The Company shall make this Code available to thepublic and shall disclose any amendments or waivers granted to officers ordirectors on a regular basis.

If any director or officer suspects or becomes awareof a violation of the Code, he or she must promptly report it to the GeneralCounsel or to another appropriate officer. All communications made in goodfaith will be treated promptly and professionally and without risk of anyretribution.

Allegations of potential wrongdoing will beinvestigated by the proper corporate or departmental personnel and may bereported to the Board of Directors of the Company (or an appropriate committeethereof) and to the relevant authorities. All directors and officers arerequired to cooperate fully with any internal or external investigation.Directors and officers must also maintain the confidentiality of any investigationand related documentation, unless specifically authorized by the Genesys LegalDepartment to disclose such information. Directors and officers are remindedthat the Company’s document retention policies strictly prohibit thedestruction or alteration of documentation undertaken with the intent toobstruct any pending or threatened investigation or proceeding of any nature.

Appropriate sanctions for violations of the Code mayinclude termination. Any person who takes any action whatsoever in retaliationagainst any director or officer who has in good faith raised any question aboutcompliance with the Code will be subject to sanctions, which may includetermination.

All questions about the Code should be addressed tothe Genesys Legal Department.

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**EMPLOYEESCODE OF BUSINESS CONDUCT AND ETHICS**

Genesys S.A. (the “Company”) is publicly listed on TheNasdaq National Stock Market, Inc. (“NASDAQ”) in the United States. As aresult, the Company is subject to U.S. laws, rules and regulationsapplicable to foreign private companies that are publicly listed in the UnitedStates, as well as the specific requirements of NASDAQ.

In accordance with Nasdaq Marketplace Rule 4350(n), the Company is adopting codes of business conduct and ethics applicable toall directors, officers and employees. The requirement of a publicly availablecode of business conduct and ethics is intended to demonstrate to investorsthat the Company has carefully considered the requirement of ethical dealing.For employees, this requirement is designed to provide assurance that reportingof questionable behavior is protected, to promote ethical behavior by others,and to foster an atmosphere of self-awareness and prudence.

Recognizing the importance of uncompromising integrityon the part of its employees, the Company has adopted this Code of BusinessConduct and Ethics (the “Code”). Accordingly, it is the Company’s policy thatemployees shall:

·                  conductthemselves at all times with honesty and integrity, avoiding actual or apparentconflicts of interest between personal and professional relationships;

·                  actin good faith, responsibly, with due care, competence and diligence, andwithout any misrepresentation of material facts or circumstances;

·                  actobjectively, without allowing his or her independent judgment to besubordinated;

·                  respectthe confidentiality of Company information, except when authorized or otherwiserequired to make any disclosure, and avoid the use of any Company informationfor personal advantage;

·                  acceptaccountability for adherence to this Code and promote compliance with this Codeby others under his or her supervision, as applicable;

·                  ifthere are objectively reasonable and specific reasons to believe this Code hasbeen violated, promptly report violations of this Code to the General Counselor to another appropriate officer; and

·                  actin the interests of the Company, and in particular use all assets and resourcesof the Company entrusted to him or her in accordance with authorizations and rules adoptedby competent organs of the Company from time to time.

A similar code of business conduct and ethics appliesto the Company’s directors and officers.

The Board of Directors of the Company shall beresponsible for approving this Code and any amendments hereto. The Board ofDirectors may consult the Audit Committee on any contemplated modification.

If any employee becomesaware of a violation of the Code or has objectively reasonable and specificreasons to believe that the Code has been violated, he or she may promptly reportit to the General Counsel or to another appropriate officer. All employeecommunications made in good faith will be treated promptly and professionallyand without risk of any retribution. Knowingly false accusations of misconductwill be subject to disciplinary action.

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Allegations of potential wrongdoing will beinvestigated by the proper corporate or departmental personnel and may bereported to the Board of Directors of the Company (or an appropriate committeethereof) and to the relevant authorities. All employees are required tocooperate fully with any internal or external investigation. Employees mustalso maintain the confidentiality of any investigation and relateddocumentation, unless specifically authorized by the Genesys Legal Department todisclose such information. Employees are reminded that the Company’s documentretention policies strictly prohibit the destruction or alteration ofdocumentation undertaken with the intent to obstruct any pending or threatenedinvestigation or proceeding of any nature.

Appropriate disciplinary sanctions for violations ofthe Code may include dismissal for cause. Any person who takes any actionwhatsoever in retaliation against any employee who has in good faith raised anyquestion about compliance with the Code will be subject to disciplinarysanctions, which may include dismissal for cause.

All questions about the Code should be addressed tothe Genesys Legal Department.

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**FRENCHEMPLOYEES CODE OF BUSINESS CONDUCT AND ETHICS**

Genesys S.A. (the “Company”) is publicly listed on TheNasdaq National Stock Market, Inc. (“NASDAQ”) in the United States. As aresult, the Company is subject to U.S. laws, rules and regulationsapplicable to foreign private companies that are publicly listed in the UnitedStates, as well as the specific requirements of NASDAQ.

In accordance with Nasdaq Marketplace Rule 4350(n), the Company is adopting codes of business conduct and ethics applicable toall directors, officers and employees. The requirement of a publicly availablecode of business conduct and ethics is intended to demonstrate to investorsthat the Company has carefully considered the requirement of ethical dealing.For employees, this requirement is designed to provide assurance that reportingof questionable behavior is protected, to promote ethical behavior by others,and to foster an atmosphere of self-awareness and prudence.

Recognizing the importance of uncompromising integrityon the part of its employees, the Company has adopted this Code of BusinessConduct and Ethics (the “Code”) as an Annex to its existing InternalRegulations (“*Règlement intérieur*”).Accordingly, it is the Company’s policy that employees shall:

·                  conductthemselves at all times with honesty and integrity, avoiding actual or apparentconflicts of interest between personal and professional relationships;

·                  respectthe confidentiality of Company information, except when authorized or otherwiserequired to make any disclosure, and avoid the use of any Company informationfor personal advantage. The exercise of the communication rules shall befollowed without any prejudice to the role of the employee representatives andshall respect the right to expression and the right to strike; and

·                  acceptaccountability for adherence to this Code and promote compliance with this Codeby others under his or her supervision, as applicable.

A similar code of business conduct and ethics appliesto the Company’s directors and officers.

The Board of Directors of the Company shall beresponsible for approving this Code and any amendments hereto. The Board ofDirectors may consult the Audit Committee on any contemplated modification.

If any employee becomesaware of a violation of the Code or has objectively reasonable and specificreasons to believe that the Code has been violated, he or she may promptlyreport it to the General Counsel or to another appropriate officer.

Allegations of potential wrongdoing will beinvestigated by the proper corporate or departmental personnel and may bereported to the Board of Directors of the Company (or an appropriate committeethereof) and to the relevant authorities. All employees are required tocooperate fully with any internal or external investigation. Employees mustalso maintain the confidentiality of any investigation and related documentation,unless specifically authorized by the Genesys Legal Department to disclose suchinformation. Employees are reminded that the Company’s document retentionpolicies strictly prohibit the destruction or alteration of documentationundertaken with the intent to obstruct any pending or threatened investigationor proceeding of any nature.

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Any person who takes any action whatsoever inretaliation against any employee who has in good faith raised any questionabout compliance with the Code will be subject to disciplinary sanctions, whichmay include dismissal for cause.

All questions about the Code should be addressed tothe Genesys Legal Department.

The Company’s workers council has been consulted onthe adoption of the Code on November 4, 2004. Two copies of the Code,together with the workers council’s opinion, were also sent to the LaborInspector on December 2, 2004.

The Code will come into force on August 1, 2005.

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