**EXHIBIT 1**

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**WAVECOM SA**

Capital: euros 15,506,290  Registered offices: 3, esplanade du Foncet  92442 Issy-les-Moulineaux Cedex  RCS Nanterre 391.838.042

*ARTICLES OF ASSOCIATION (“STATUTS”)        AS OF FEBRUARY* *4, 2005*

*ENGLISH VERSION*

(Unofficial translation/Information      purposes only)

| **ARTICLE 1—LEGAL            FORM** |
|------------------------------------------|

The owners of the shares created      hereby and the shares which may be created afterwards constitute a corporation      (*Société anonyme*) which is governed by the provisions      of the French Commercial Code and by these articles of association.

| **ARTICLE 2—CORPORATE            NAME** |
|----------------------------------------------|

The name of the company is: WAVECOM

In all deeds and documents emanating      from the company and addressed to third parties, this name must always      be preceded or immediately followed by the words “*société anonyme*” or      the initials “SA” and by the mention of the amount of the capital.

| **ARTICLE 3—CORPORATE            PURPOSES** |
|--------------------------------------------------|

The objects of the company are,      in France and abroad:

|   | — | fundamental and applied          research, the development of systems and products in the areas of radio-transmission,          radio-communication, telecommunications, electronics and data processing          markets. |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   |   |                  |
|--------|--------|-----------------------|
|   |   | Within these sectors: |

|   |   |                                                                                           |
|--------|--------|------------------------------------------------------------------------------------------------|
|   | — | the design, manufacturing          and commercialization of components, products and software, |

|   |   |                       |
|--------|--------|----------------------------|
|   | — | any provision of services, |

|   |   |                                                                                                      |
|--------|--------|-----------------------------------------------------------------------------------------------------------|
|   | — | the registration and exploitation          of patterns, patents, trademarks, and manufacturing processes, |

|   |   |                                                                                                                                                                         |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | — | the establishment, organization,          and delivery of lectures, seminars, debates, conferences and more generally          of any activity relating to training schemes, |

|   |   |                                                                                                                                  |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------|
|   | — | the publishing of books,          newspapers, information bulletins, articles and the distribution of          any audio-visual aids, |

|   |   |                                                                                                                                                                                                              |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | — | the direct or indirect          holding of shares within any existing companies or companies to be          set up, the business purposes of which is linked, related or similar          to that of the company, |

|   |   |                                                                                                                                                                                                                                                                                                                                 |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | — | and more generally, any          industrial, commercial, financial, civil, personal property or real          estate operations directly or indirectly linked to the business purposes          hereabove stated or related or similar to business purposes or likely          to facilitate the performance or development thereof. |

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| **ARTICLE 4—REGISTERED            OFFICE** |
|-------------------------------------------------|

The registered office of the company      is at:

3, esplanade du Foncet  92442—Issy-les-Moulineaux Cedex  France

It may be transferred to any other      place within the same district (*département*) or any adjacent      district by decision of the Board of Directors subject to the ratification      of this decision by the next ordinary general meeting of the shareholders.      It may also be transferred to any other place pursuant to a resolution      of the extraordinary general meeting.

If the transfer is decided by the      board, the latter is authorized to proceed with the requested formalities      of publication and registration provided it mentions that the transfer      is subject to the abovementioned ratification.

| **ARTICLE 5—DURATION** |
|-----------------------------|

The duration of the company shall      be of ninety nine (99) years from the date of registration with the Registry      of Commerce and Companies, except in the event of early dissolution or      extension decided by the extraordinary general meeting.

| **ARTICLE 6—CAPITAL** |
|----------------------------|

The capital of the company amounts      to 15,506,290 Euros.

It is divided into 15,506,290 shares      of 1 Euro each, all subscribed and entirely paid up.

Mr. Bernard Gilly is receiving      special benefits as a result of the grant by each of the shareholders’ meetings      of March 15th, 2000 and June 29th, 2001 of 15,000 warrants, each warrant      entitling its holder to subscribe to one share; said benefit consists of      the grant of free warrants and the use of a fixed strike price per share,      which is the average market value of a share for the last twenty business      days prior to March 14th, 2000 and June 28th, 2001.

Mr. Stephen Imbler is receiving      special benefits as a result of the grant by each of the shareholders’ meetings      of June 27th, 2000 and June 29th, 2001 of 15,000 warrants, each warrant      entitling its holder to subscribe to one share; said benefit consists of      the grant of free warrants and the use of a fixed strike price per share      which is the average market value of a share for the last twenty business      days prior to June 26th, 2000 and June 28th, 2001.

Mr. Bernard Gilly is receiving      special benefits as a result of the grant by each of the shareholders’ meetings      of June 17, 2002 of 10,000 warrants, each warrant entitling its holder      to subscribe to one share; said benefit consists of the grant of free warrants      and the use of a fixed strike price per share, which is the average market      value of a share for the last twenty business days prior to June 16,      2002. He is also receiving special benefits as a result of the grant by      each of the shareholders’ meetings of May 22 2003 of 10,000 warrants,      each warrant entitling its holder to subscribe to one share; said benefit      consists of the grant of free warrants and the use of a fixed strike price      per share, which the higher of the two following values: (a) the average      market value of a share for the last twenty business days prior to May 22,      2003 and (b) market value at the closing of the day prior to the shareholders      meetings of May 22, 2003.

Mr. Stephen Imbler is receiving      special benefits as a result of the grant by each of the shareholders’ meetings      of June 17, 2002 of 10,000 warrants, each warrant entitling its holder      to subscribe to one share; said benefit consists of the grant of free warrants      and the use of a fixed strike price per share, which is the average market      value of a share for the last twenty business days prior to June 16,      2002. He is also receiving special benefits as a result of the grant by      each of the shareholders’ meetings of May 22 2003 of 10,000 warrants,      each warrant entitling its holder to subscribe to one share; said benefit      consists of the grant of free warrants and the use of a fixed strike price      per share, which the higher of the two following values: (a) the average      market value of a share for the last twenty business days prior to May 22,      2003 and (b) market value at the closing of the day prior to the shareholders      meetings of May 22, 2003.

Mr. Anthony Maher is receiving      special benefits as a result of the grant by each of the shareholders’ meetings      of May 22 2003 of 20,000 warrants, each warrant entitling its holder to      subscribe to one share; said benefit consists of the grant of free warrants      and the use of a fixed strike price per share, which the higher of the

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two following values: (a) the average    market value of a share for the last twenty business days prior to May 22,    2003 and (b) market value at the closing of the day prior to the shareholders    meetings of May 22, 2003.

Mr. Bernard Gilly is also      receiving special benefits as a result of the grant by each of the shareholders’ meetings      of May 26, 2004 of 10,000 warrants, each warrant entitling its holder      to subscribe to one share; said benefit consists of the grant of free warrants      and the use of a fixed strike price per share, which the higher of the      two following values: (a) the average market value of a share for the last      twenty business days prior to May 26, 2004 and (b) market value at      the closing of the day prior to the shareholders meetings of May 26,      2004.

Mr. Stephen Imbler is also      receiving special benefits as a result of the grant by each of the shareholders’ meetings      of May 26, 2004 of 10,000 warrants, each warrant entitling its holder      to subscribe to one share; said benefit consists of the grant of free warrants      and the use of a fixed strike price per share, which the higher of the      two following values: (a) the average market value of a share for the last      twenty business days prior to May 26, 2004 and (b) market value at      the closing of the day prior to the shareholders meetings of May 26,      2004.

Mr. Anthony Maher is also      receiving special benefits as a result of the grant by each of the shareholders’ meetings      of May 26, 2004 of 10,000 warrants, each warrant entitling its holder      to subscribe to one share; said benefit consists of the grant of free warrants      and the use of a fixed strike price per share, which the higher of the      two following values: (a) the average market value of a share for the last      twenty business days prior to May 26, 2004 and (b) market value at      the closing of the day prior to the shareholders meetings of May 26,      2004.

Mr. André Chieng is      receiving special benefits as a result of the grant by each of the shareholders’ meetings      of May 26, 2004 of 20,000 warrants, each warrant entitling its holder      to subscribe to one share; said benefit consists of the grant of free warrants      and the use of a fixed strike price per share, which the higher of the      two following values: (a) the average market value of a share for the last      twenty business days prior to May 26, 2004 and (b) market value at      the closing of the day prior to the shareholders meetings of May 26,      2004.

Mr. Ulrich Schumacher is receiving      special benefits as a result of the grant by each of the shareholders’ meetings      of November 16, 2004 of 20,000 warrants, each warrant entitling its      holder to subscribe to one share; said benefit consists of the grant of      free warrants and the use of a fixed strike price per share, which the      higher of the two following values: (a) the average market value of a share      for the last twenty business days prior to November 16, 2004 and (b)      market value at the closing of the day prior to the shareholders meetings      of November 16, 2004.

| **ARTICLE 7—FORM            AND TRANSFER OF SHARES—IDENTIFICATION OF SHAREHOLDERS** |
|-----------------------------------------------------------------------------------------------|

|    |
|---------|
| **7.1** |

The shares which are entirely paid      up may be either nominative or bearer shares at the shareholder’s      discretion, however subject to the legal texts in force concerning the      form of the shares held by certain individuals or legal bodies.

They are registered into account      in accordance with the conditions and modalities provided for by applicable      law and regulations.

Nevertheless, certificates or documents      certifying shares may be created in the conditions provided for by the      law.

The shares registered into account      are freely transferable from account to account.

For the transfer of shares, the      transferee needs to be accepted only if the shares are not entirely paid      up yet.

The costs for the transfer shall      be borne by the transferees.

The shares which are not freed      from payable payments cannot be transferred.

| **7.2** |
|---------|

Any person—individual or legal,      acting alone or jointly—who acquires—directly or indirectly,      through one or several legal bodies, in or over which it has control, as      defined by article L.233-3 of the French Commercial Code—a percentage      equal to 5% of the stock capital or the voting rights, or any multiple      of this percentage, must inform the company of the total number of shares      and voting rights it possesses by way of a

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registered mail (with acknowledgement    of receipt) sent to the registered office within five trading days starting    from the reaching of one of these thresholds.

This duty of information shall      apply whenever the percentage of stock capital or voting rights falls below      one of the above mentioned thresholds.

Whenever these rules are not abided      by and upon request of one or several shareholder(s) possessing more than      5% of the stock capital or voting rights, the shares or certificates of      voting rights in excess of the percentage which should have been declared,      are deprived from the voting right for all shareholders meetings to be      held until the expiration of a two-year period following the date of regularization      of the notice.

| **7.3** |
|---------|

If a shareholder is not a resident      of France, (pursuant to article 102 of the French Civil Code), an agent      can be registered on his behalf, either under one collective account or      several individual accounts for each shareholder.

Upon opening an account, the registered      agent has to declare either to the company or the agreed financial agent,      its quality of agent acting for third parties, as referred to in the provisions      fixed by decree.

| **7.4** |
|---------|

As regards the bearer shares, the      company may, pursuant to the laws and regulations in force, ask any authorized      body, or any body in charge of the compensation of shares—at any time      and against payment of fees—the name (or if it is a legal body, the      company’s name), nationality, date of birth (or date of incorporation)      and address of shareholders conferring immediately or after, the right      to vote in its shareholders meetings, as well as the number of shares held      by each of them, and, if any, the restrictions applicable to these shares.

All information will be collected      by the body above mentioned from its affiliated account holders, and be      reported to it within a delay fixed by decree. This information will then      be transmitted to the company within a five-day period from its reception.

After the procedure provided for      in the preceding paragraphs has been implemented, and considering the information      supplied to it by the body above mentioned, the company, either directly      or through such body, will be entitled to ask to the persons mentioned      in such list and which the company considers to be registered on behalf      of third parties, all information concerning the holders of shares, as      referred as to the first paragraph of this article.

| **7.5** |
|---------|

As regards the nominative shares      giving immediate or deferred access to the capital, the agent registered      in accordance with article 7.3 hereof, must, within a delay fixed by Conseil      d’Etat decree, reveal the shareholders’ identity, upon first      demand from the company or its agent.

| **7.6** |
|---------|

In any case, any legal body holding      more than 2.5% of the company’s voting rights has to reveal to the      company, upon first demand, the identity of any individual or legal person      holding directly or indirectly the third part of its stock capital or of      its voting rights.

| **ARTICLE 8—RIGHTS            AND OBLIGATIONS ATTACHED TO THE SHARES** |
|-----------------------------------------------------------------------------|

The rights and obligations remain      attached to the share and are transferred to whoever may own the share.

The property of a share is necessarily      associated with the adhesion of the shareholder to the company’s articles      of association, and to the decisions of the shareholders meetings.

In addition to the voting right      provided for by law, each share grants a right to a share in the profits,      the company’s assets and the liquidation premium in proportion to      the number of shares and the face value of the existing shares.

Each time it shall be necessary      to hold several shares or securities in order to exercise a right, the      shareholders will make their own business of grouping the necessary number      of shares or securities.

 

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In accordance with the conditions      provided for by article L.228-19 of the French Commercial Code, the company      may request to purchase back either the totality of its own preferred shares      without voting rights or certain categories of them, each category being      determined by the date of issuance.

| **ARTICLE 9—PAYING            UP OF THE SHARES** |
|-------------------------------------------------------|

The payment in cash of shares subscribed      because of an increase in capital shall be made as decided by the extraordinary      general meeting.

The initial payment shall not amount      to less than (i) at the time of the subscription, half the face value of      the shares and (ii) at the time of an increase in capital, a quarter of      the face value of the shares. It includes—if any—the totality      of the share issuance premium.

The remainder shall be paid up      at the request of the Board of Directors in one or several time(s) within      a five-year period from the date when the increase in capital has been      completed.

The called portions and the date      at which the matching sums shall be paid are notified to each shareholder      at least fifteen days before the date when these sums are due.

Any delay in the payment of the      sums due shall automatically give rise to an interest at the legal rate      in commercial matters increased by three points, calculated day per day      on a basis of three hundred and sixty days (360), commencing on due date,      without prejudice to the personal proceedings that the company may take      against the defaulting shareholder and to the forced measures of enforcement      provided by law.

| **ARTICLE 10—BOARD            OF DIRECTORS** |
|---------------------------------------------------|

The company is managed by a Board      of Directors made up of individuals or legal persons whose number is determined      by the ordinary shareholders meeting within the limits provided for by      the law.

A legal entity must, at the time      of its appointment, designate an individual who will be its permanent representative      at the Board of Directors. The duration of the office of this permanent      representative is the same as that of the director legal body he represents.      In the event the legal body revokes its permanent representative, it must      replace said representative immediately. The same rules apply in case of      death or resignation of the permanent representative.

Each director must own at least      one share during his term of office. However there is no minimal obligation      if the director is, at the same time, linked to the company with an employment      contract.

If—at the time of his/her      appointment—the director does not own the requested number of shares      or if during his/her term, he/she no longer owns the requested number of      shares, he/she is considered to have automatically resigned, if he/she      has failed to regularize his/her situation within three months.

The directors’ term of office      is for three years; one year being the period in between two consecutive      annual ordinary general meetings. The office of a director shall terminate      at the end of the ordinary general meeting of shareholders which meets      on the accounts of the preceding fiscal year and is held in the year during      which the office of said director comes to an end.

The board renews itself on a rotating      basis so that this renewal be as equal as possible and in any case be completely      achieved for each period of three years. The renewal takes place by rank      of seniority. However, if need be, the shareholders meeting may decide      that the order of departure is determined by drawing lots during a board      meeting.

The directors may always be re-elected,      they may also be revoked at any time by the ordinary shareholders meeting.

An individual person cannot be      entitled to hold more than five director offices in companies registered      in France; the offices held in controlled companies (as defined by article      L. 233-16 of the French Commercial Code) by the company (WAVECOM), are      not taken into account for the purpose hereof.

In case of death or resignation      of one or several director(s), the Board of Directors may make (a) provisional      appointment(s), even between two shareholders meetings.

 

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The provisional appointments made      pursuant to the previous paragraph shall be ratified by the soonest ordinary      shareholders meeting.

Failing ratification, the resolutions      and acts completed beforehand by the board remain nonetheless valid.

When the number of directors has      fallen below the requested minimum number, the remaining directors shall      summon immediately the ordinary shareholders meeting, with a view to reach      the full complement of the board.

The director who has been appointed      in replacement of another director whose office has not expired remains      in office only for the remaining duration of the office of his predecessor.

An employee of the company may      be appointed as a director. His/her contract of employment must however      correspond to an effective work. In this case, he does not lose the benefit      of his employment contract.

The number of directors who are      linked to the company with an employment contract can exceed neither one      third of the directors in office nor five persons.

The directors cannot be more than      sixty five years old. In case one of the directors reaches this limit during      his/her office, the oldest director is automatically considered as having      resigned at the closest ordinary shareholders meeting.

| **ARTICLE 11—MEETINGS            OF THE BOARD** |
|------------------------------------------------------|

|     |
|----------|
| **11.1** |

The meetings of the Board of Directors      take place as often as the interests of the company require.

| **11.2** |
|----------|

The chairman summons the directors      to the meetings of the board. The notification of the meetings may be made      by all means, whether oral or written.

Furthermore, if there has not been      a board meeting for two months, members of the board representing at least      one third of the members of the board, or the Chief Executive Officer,      may validly summon the board. In such a case, they must indicate the agenda      for the meeting.

In case a Workers Council exists,      the representatives of this committee—appointed pursuant to the Labour      Code—must be invited to every meeting of the board.

The meeting takes place either      at the registered office or at any other place in France or abroad.

| **11.3** |
|----------|

For the resolutions of the Board      of Directors to be valid, at least half of its members must be present.

Within the limits set out by article      L. 225-37, paragraph 3 of the French Commercial Code and subject to (i)      the issuance of the application decrees and (ii) the setting up of internal      rules, the board will be entitled to take into account for its quorum and      majority rules, the participation of directors by means of videoconference.

Any decision granting options to      purchase new or existing shares of the Company to a director who is also      an employee, to the president or to the Chief Executive Officer of the      company (when he is also a director), within the framework of an authorization      given by the extraordinary shareholders meeting, pursuant to articles L. 225-177      et seq. of the French Commercial Code, shall be taken by a majority vote      among the directors who are present or represented. The concerned director      as well as any other director who may be granted similar options cannot      take part in the vote.

The resolutions of the board shall      be taken at a majority vote; in case of a split decision, the president      has casting vote.

| **11.4** |
|----------|

Any director may grant a proxy—even      by letter, telegram, telex or fax—to any other director to represent      him/her at a board meeting; however, each director is not allowed to have      more than one proxy per meeting.

 

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| **11.5** |
|----------|

The copies or abstracts of the      minutes of the Board of Directors are certified by the chairman of the      board, a Chief Executive Officer, the director temporarily delegated in      the duties of president or by a representative duly authorized for that      purpose.

| **ARTICLE 12—POWERS            OF THE BOARD** |
|----------------------------------------------------|

The Board of Directors defines      the orientations of the company’s activity and supervises their implementation.      Within the limits set out by the corporate purpose, and the powers expressly      granted by law to the general shareholders meetings, the board may deliberate      upon the business of the company and take any decisions thereabout.

| **ARTICLE 13—GENERAL            MANAGEMENT OF THE COMPANY—CHAIRMAN** |
|--------------------------------------------------------------------------------|

The board elects one of its members      as chairman of the board, who is compulsorily an individual. The board      determines the duration of the office of the chairman: it cannot exceed      that of the office of a director. The board may revoke the chairman at      any time. The remuneration of the chairman is decided by the Board of Directors.

The chairman organizes and oversees      the works of the Board for which he informs the general shareholders meeting.      The chairman is responsible for the good functioning of the company’s      organs and, in particular, has to check the ability of the board members      to perform their mission.

Pursuant to article 706-43 of the      French criminal proceedings Code, the chairman may validly delegate to      any person he/she chooses the powers to represent the company within the      framework of criminal proceedings which might be taken against the company.

The chairman cannot be over 65      years old. In case the chairman would reach this limit during his/her office,      he/she would automatically be considered as having resigned. However, his/her      office is extended until the closest Board of Directors meeting, during      which his successor shall be appointed. Subject to this provision, the      chairman of the board may always be re-elected.

| **ARTICLE 13 bis—CHIEF            EXECUTIVE OFFICER** |
|------------------------------------------------------------|

The general management of the company      is performed, under his responsibility, either by the chairman of the board      or by another individual, elected by the board and bearing the title of      Chief Executive Officer.

The choice between these two methods      of management belongs to the board and must be made as provided for by      these bylaws.

Shareholders and third parties      will be informed of this choice in the conditions established by a decree.

The Chief Executive Officer is      vested with the most extensive powers to act under all circumstances on      behalf of the company, within the limits set out by the corporate purpose,      and subject to the powers expressly granted by law to the Board of Directors      and the general meeting.

The Chief Executive Officer represents      the company towards the third parties. The company is bound by the acts      of the Chief Executive Officer overcoming the corporate purpose, unless      it proves that the third party knew such act overcame the corporate purpose      or could not ignore so in light of the circumstances; the sole publication      of the bylaws not being enough to constitute a sufficient evidence thereof.

The remuneration of the Chief Executive      Officer is decided by the Board of Directors. The Chief Executive Officer      can be revoked at any time by the Board of Directors. If this revocation      is not justified, damages can be allocated to the Chief Executive Officer,      excepted when the Chief Executive Officer is also the chairman of the board.

The Chief Executive Officer shall      not hold another Chief Executive Officer mandate in a company located in      France except if (i) this company is controlled (as referred to in article      L. 233-16 of the French Commercial Code) by the company (WAVECOM) and (ii)      if this controlled company’s shares are not quoted on a regulated      market.

 

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The Chief Executive Officer cannot      be over 65 years old. In case the Chief Executive Officer would reach this      limit during his/her office, he/she would automatically be considered as      having resigned. However, his/her office is extended until the closest      Board of Directors meeting, during which his/her successor shall be appointed.

| **ARTICLE 14—DEPUTY            CHIEF EXECUTIVE** |
|-------------------------------------------------------|

Upon the Chief Executive Officer’s      proposal, the Board of Directors may appoint one or several individual(s)      as deputy chief executive(s) with the aim of assisting the Chief Executive      Officer.

The deputy chief executive may      be revoked at any time by the board, upon proposal of the Chief Executive      Officer.

In agreement with the Chief Executive      Officer, the Board of Directors shall determine the scope and duration      of the powers delegated to the deputy chief executive. The remuneration      of the deputy chief executive is decided by the Board of Directors.

Towards third parties, the deputy      chief executive has the same powers as the Chief Executive Officer, among      which the ability to represent the company in court.

The deputy Chief Executive Officer      cannot be over 65 years old. In case the deputy Chief Executive Officer      would reach this limit during his/her office, he/she would automatically      be considered as having resigned. However, his/her office is extended until      the closest Board of Directors meeting, during which his/her successor      shall be appointed.

In any case, the maximum number      of deputy chief executive(s) cannot exceed five.

| **ARTICLE 15—AGREEMENTS            SUBJECT TO AUTHORIZATION** |
|--------------------------------------------------------------------|

|     |
|----------|
| **15.1** |

Securities, endorsement of drafts      and guarantees provided for by the company shall be authorized by the Board      of Directors in compliance with the conditions provided for by the law.

| **15.2** |
|----------|

Any agreement to be entered into—either      directly or indirectly or through an intermediary—between the company      and one of its directors, Chief Executive Officer or deputy chief executive,      one of its shareholders holding more than 10% of the voting rights or,      if it is a company, the company controlling it (as referred to in the article      L. 233-3 of the French Commercial Code) is subject to a prior authorization      of the Board of Directors. The same authorization applies to the agreements      in which these persons are directly or indirectly interested.

However, such prior authorization      is not required for an agreement concerning usual operations which have      been entered into on usual conditions. Such agreement—unless considering      its purpose or its financial impact, is significant for none of the parties—have      to be reported to the chairman by the concerned person. Furthermore, the      lists and the purposes of these agreements shall be communicated by the      chairman to the Board of Directors and to the statutory auditors.

The same shall apply for agreements      between the company and another company, whenever one of the directors,      Chief Executive Officer(s) or deputy chief executive(s) of the company      is the owner, a partner with unlimited liability, a manager, director,      Chief Executive Officer, member of the management committee (*directoire*)      or supervisory board (*conseil de surveillance*) of said company.

This prior authorization of the      Board of Directors is required pursuant to the conditions provided for      by law. It being specified that said director shall not be taken into account      for the quorum calculation and that his/her vote shall not be taken into      consideration for the calculation of the majority.

| **ARTICLE 16—PROHIBITED            AGREEMENTS** |
|------------------------------------------------------|

Directors who are not legal bodies      are prohibited from taking out loans from the company, under any form whatsoever,      from getting an overdraft on a current account or otherwise, and benefiting      from a guarantee from the company for the agreements they have entered      into with third parties.

 

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The same prohibition applies to      Chief Executive Officers, deputy Chief Executive Officers and to permanent      representatives of the directors legal bodies. It also applies to spouses,      ascendants and descendants of the persons referred to in the previous paragraph,      as well as to any interposed person.

| **ARTICLE 17—STATUTORY            AUDITORS** |
|---------------------------------------------------|

Audits of the company shall be      carried out, as provided for by law, by one or several statutory auditor(s)      who fulfill(s) the eligibility conditions. When the legal conditions are      met, the company shall appoint two statutory auditors at least.

Each statutory auditor is appointed      by the ordinary shareholders meeting.

The ordinary shareholders meeting      appoints one or several substitute statutory auditor(s) to replace the      auditor(s) who has/have tenure in case of refusal, impediment, resignation      or death.

In case the ordinary shareholders      meeting fails to elect a statutory auditor, any shareholder may require      that an auditor be judicially appointed, the chairman of the Board of Directors      having been duly called. The office of the judicially appointed auditor      shall expire when the ordinary shareholders meeting of shareholders has      appointed the statutory auditor(s).

| **ARTICLE 18—SHAREHOLDERS            MEETINGS** |
|------------------------------------------------------|

The general meetings of shareholders      shall be convened and held as provided for by law.

In case of emergency, the Workers      Council may go to court in order to ask for the appointment of an agent      who will be in charge of convening the general shareholders meeting.

The Workers Council may also require      the registration of resolutions proposals on the agenda.

Two members of the Workers Council,      one from the *cadres techniciens et agents de maîtrise* category,      and one from the *employés et ouvriers* category, may be appointed      by the committee in order to assist to the shareholders meetings. Upon      their demand, they must be listened to during for all deliberations requiring      an unanimous vote from the shareholders.

The shareholders meetings are held      at the registered office or at any other place mentioned in the convening      notices.

The right to participate to the      meetings is subject:

|   | — | with respect to owners          of nominative shares, to the registration of the shares under the name          of the shareholder on the company registries at least one working day          before the date of the shareholders meeting, |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | — | with respect to owners          of bearer shares, to the deposit—at least one working day before          the date of the shareholders meeting, in the conditions provided for          in article 136 of the decree of March 23rd, 1967, at the place indicated          in the notification of the meeting—of a certificate delivered          by their account keeper and certifying the indisponibility of the shares          registered in account until the date of the meeting. |

In case the shareholder does not      personally attend the meeting, the latter may choose one of the three following      possibilities:

|   | — | to give a proxy to another          shareholder or to his/her spouse, or |
|--------|--------|--------------------------------------------------------------------------|

|   |   |                |
|--------|--------|---------------------|
|   | — | to vote by mail, or |

|   |   |                                                                                                                                                      |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | — | to address a proxy to the          company without indicating any mandate in the conditions provided for          by the applicable laws and regulations. |

The meetings are presided over      by the chairman of the Board of Directors or, if he/she is absent, by a      director duly delegated for that purpose by the board. Otherwise, the assembly      elects its own president.

 

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The duties of canvasser are carried      out by the two members who are present, who accept these duties and who      enjoy the greatest number of votes. The officers of the meeting appoint      the secretary who may not be a shareholder.

An attendance sheet is drawn up,      in accordance with the law.

The ordinary shareholders meeting      can make valid resolutions only if the shareholders who are present or      represented upon first convening notice hold at least one fourth of the      voting shares. Upon second convening notice, it may take valid resolutions,      no matter how many shareholders are present or represented.

The resolutions of the ordinary      shareholders meeting shall be carried out at the majority vote of the shareholders      who are present or represented.

The extraordinary shareholders      meeting can make valid resolutions only if the shareholders who are present      or represented upon first convening notice hold at least one third of the      voting shares. Upon second convening notice, the extraordinary shareholders      meeting can make valid resolutions only if the shareholders who are present      or represented hold at least one fourth of the voting shares.

The resolutions of the extraordinary      shareholders meeting shall be taken at a two-third majority of the shareholders      who are present or represented.

The minutes of the meeting are      drawn up and the copies or extracts thereof are validly certified by the      president of the board, a director carrying out the duties of a general      manager or by the secretary of the meeting.

Ordinary and extraordinary meetings      shall carry out their respective powers under the conditions provided for      by the law.

| **ARTICLE 19—FISCAL            YEAR** |
|--------------------------------------------|

Each financial year is of one year      beginning on January 1st and ending on December 31st.

| **ARTICLE 20—PROFIT—LEGAL            RESERVE FUND** |
|---------------------------------------------------------------|

Out of the profit of any fiscal      year—reduced by prior losses, if any—an amount equal to at least      5% thereof is first deducted in order to form the legal reserve fund provided      by law. This deduction is no longer required when the legal reserve fund      amounts to one tenth of the capital of the company.

The distributable profit is the      profit of a fiscal year, reduced by prior losses and by the funds injected      into the reserves as provided for by the previous paragraph, increased      by the profits carried forward.

| **ARTICLE 21—ALLOCATION            AND DISTRIBUTION OF PROFITS** |
|-----------------------------------------------------------------------|

If the accounts of the fiscal year,      as approved by the ordinary shareholders meeting, show a distributable      profit, as defined by law, the ordinary shareholders meeting decides to      allocate it either to one or several reserve fund(s) for a use which it      shall determine, to carry it forward or to distribute it as dividends.

The shareholders meeting may decide      upon the distribution of amounts paid out of reserves which it may dispose      of, and shall explicitly designate the reserves from which the payments      were made. However, the dividends shall be set off by priority on the distributable      profit of the fiscal year.

The shareholders meeting shall      determine the terms of payment of dividends; for want of such a determination,      these terms shall be determined by the Board of Directors.

However the payment of the dividends      shall take place within a maximum period of nine months following the closing      date of the fiscal year.

When deciding upon the results      of the year, the shareholders meeting may grant to each shareholder, for      all or part of the distributable dividend, an option between payment in      cash or in shares.

In the same way, the ordinary shareholders      meeting, deciding pursuant to the conditions set up in article L. 232-12      of the French Commercial Code may grant to each shareholder an advance      on dividends and—for all or part of said advance—an option between      payment of the advance in cash or in shares.

 

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The offer of payment in shares,      the price and conditions of issuance of these shares, as well as the request      for payment in shares, the conditions of completion of the increase of      capital share are governed by laws and regulations in force.

When a balance sheet, which has      been drawn up during or at the end of the fiscal year, and certified by      the statutory auditor(s), shows that the company, since the closing of      the previous fiscal year, after making the necessary depreciations and      provisions and deducting the prior losses, if any, as well as the amounts      which are to be allocated to the reserve fund provided for by law or by      these bylaws and taking into account the profits carried forward, has made      profits, the Board of Directors may decide to distribute interim dividends      prior to the approval of the accounts of the fiscal year; it may also determine      their amount and the date when they should be distributed. The amount of      such interim dividends cannot exceed the amount of the profits as defined      in this paragraph. In such a case, the Board of Directors shall not be      able to use the option described in the above mentioned paragraphs.

| **ARTICLE 22—ACCELERATED            DISSOLUTION** |
|--------------------------------------------------------|

The extraordinary shareholders      meeting may, at any time, decide the accelerated dissolution of the company.

| **ARTICLE 23—EQUITY            INFERIOR TO HALF OF THE SHARE CAPITAL** |
|-----------------------------------------------------------------------------|

If—as a consequence of the      losses showed by the company’s accounts, the net assets (*capitaux      propres*) of the company are reduced below one half of the stock capital      of the company, the Board of Directors must, within four months from the      approval of the accounts showing this loss, convene an extraordinary general      meeting of shareholders in order to decide whether the company should be      dissolved before its statutory term.

If the dissolution is not declared,      the stock capital must—at the latest at the closing of the second      fiscal year following that which has showed the losses and subject to the      legal provisions concerning the minimum capital of *sociétés      anonymes* be reduced by an amount at least equal to the losses which      could not be charged on reserves, if during that period the net assets      have not been restored up to an amount at least equal to one half of the      capital.

Failing a meeting of the shareholders      meeting as well as when the meeting has not been able validly to take its      resolutions, any person with an interest to do so may file a claim before      a court for the dissolution of the company.

| **ARTICLE 24—CONSEQUENCES            OF THE DISSOLUTION—LIQUIDATION** |
|---------------------------------------------------------------------------------|

The company is in liquidation at      the time of its dissolution, whatever the reason. Its legal personality      remains for the needs of the liquidation until it is closed.

During the liquidation, the general      meeting keeps the same powers as when the company existed.

The shares remain negotiable until      the liquidation is closed.

The dissolution of the company      is opposable to third parties only as from the date when the dissolution      is published at the Registry of Commerce and Companies.

| **ARTICLE 25—APPOINTMENT            OF LIQUIDATORS—POWERS** |
|-----------------------------------------------------------------------|

Upon expiration of the duration      of the company or in case of accelerated dissolution, a general shareholders      meeting shall decide the terms and conditions of liquidation and appoint      one or several liquidator(s) whose powers shall be determined by the general      meeting. The liquidator(s) will exercise his/her their duties according      to the law. The appointment of the liquidators puts an end to the office      of the directors, the chairman, the Chief Executive Officer and deputy      Chief Executive Officer.

| **ARTICLE 26—LIQUIDATION** |
|---------------------------------|

After payment of the liabilities,      the net assets remaining are first used to repay to the shareholders the      amount of capital paid for their shares which has not been amortized.

Any excess, if any, shall be divided      between all shares.

 

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The shareholders are convened at      the end of the liquidation operations in order to decide upon the definitive      balance, the discharge of the liquidators and to record the closing of      the liquidation.

The closing of the liquidation      is published in accordance with the law.

| **ARTICLE 27—NOTICES** |
|-----------------------------|

All notices required or permitted      under these articles of association shall be delivered by registered mail,      with acknowledgement of receipt, or by a process server. Simultaneously,      a copy shall be sent to the addressee by ordinary mail.

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