Exhibit 1.1

DASSAULT SYSTEMES

Corporation
with registered capital of 115,942,714 euros

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REGISTERED
OFFICE

9,
quai Marcel Dassault

92150 Suresnes

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BY-LAWS June 6, 2007

Nanterre
Commercial Register No 322 306 440

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TITLE I

FORM  PURPOSE  NAME  PRINCIPAL
OFFICE  DURATION

Article 1

Corporate Form

The
Company, in the form of a corporation ("société anonyme"), is governed by applicable legislative and
regulatory provisions (hereinafter the "Law"), notably the provisions of Book II of the commercial code ("Code de commerce").

Article 2

Purpose

The
purpose of the Company, in France as well as abroad, shall be as follows:





The
purpose of the Company shall also be:



Article 3

Name

The
name of the Company is: DASSAULT SYSTEMES

In
all instruments and documents issued by the Company and intended for third parties, specifically letters, invoices, advertisements and sundry publications, the name of the Company
must be legibly and immediately preceded or followed by the words "Société Anonyme" or the initials S.A. and must include the stated registered capital and the
Company's location and registration number in the Commercial Register.

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Article 4

Principal Office

The
Company's principal office is at:

9,
quai Marcel Dassault, 92150 Suresnes

The
principal office may be transferred to any location within the samedépartement(administrative area) or in a bordering département, by
simple decision of the Board of Directors, subject to confirmation of such decision by the next ordinary shareholders
meeting and anywhere else by virtue of a decision of an extraordinary shareholders meeting, subject to the provisions of laws currently in force. At the time of a transfer decided upon by the Board of
Directors, the Board is authorized to modify the bylaws ("statuts") as necessary.

The
Board of Directors shall have the authority to form agencies, offices and branches anywhere that it deems useful as well as to eliminate them.

Article 5

Duration

The
duration of the Corporation is set to expire 99 years from August 4, 1981, the date of its registration in the Commercial Register, except in the event of extension or
earlier dissolution.

TITLE II

REGISTERED SHARE CAPITAL

Article 6

Registered Share Capital

The
registered share capital is 115,942,714 euros (one hundred fifteen million nine hundred forty two thousand seven hundred fourteen euros).

The
registered capital is divided into 115,942,714 fully-paid shares of a single class of common stock, nominal value 1 euro per share.

Article 7

Increase in Capital

The
registered capital may be increased by any means and by any method provided by law.

Article 8

Paying Up of Shares

In
the event of shares subscribed for in cash, the subscriber must pay at least one quarter of their par value at the time of their subscription and, if applicable, the entirety of any
issue premium.

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The
remainder may be paid for in one or more installments upon decision of the Board of Directors and must be paid within the maximum time period imposed by the laws in effect at the
time and in the proportions determined by the Board of Directors.

Calls
for funds shall be brought to the attention of subscribers through publication at least six days prior to the date set for each payment in a journal of legal notices of the départementin which
the principal office is located and in theBulletin des Annonces Légales
Obligatoiresor by registered letter with return receipt requested sent to the registered shareholders within the same time period, or by any other method authorized
by law.

The
Board of Directors may authorize early payment for shares under the conditions that it deems appropriate.

Any
delay in the payment of sums owed shall automatically, and with no need for any formality, be subject to the payment of interest at the statutory rate, as of the due date, without
prejudice to the personal action that the Company may bring against a defaulting shareholder and the enforcement measures provided by law.

Article 9

Reduction  Amortization of Registered Share Capital

An
extraordinary shareholders meeting may decrease the registered share capital or may delegate to the Board of Directors the powers necessary for such decrease. Under no circumstances
may the decrease infringe on the equality of the shareholders.

The
decision to reduce the registered share capital to a sum inferior to the legal minimum may only be made in the case of a share capital increase intended to bring the registered share
capital to a sum at least equal to that minimum amount unless the Company is converted into a different corporate form.

If
these provisions are not observed, any interested party may bring legal action to dissolve the Company.

However,
the court may not pronounce the dissolution if, on the day of its judgment, the rectification has occurred. The share capital may be amortized pursuant to the provisions
of law.

Article 10

Form of Shares

Shares
shall be in the form of registered or bearer shares, at the shareholder's discretion.

Until
they are fully paid-up, shares may not be held in bearer form.

Shares
shall give rise to an entry in an individual account under the conditions and according to the methods provided by current laws and regulations.

The
Company may, at any time, in accordance with applicable legal and regulatory provisions then in force, request information from the central custodian of financial instruments the
name or designation, nationality and address of the holders of bearer shares of the Company that confer, immediately or in the future, the right to vote at the Company's shareholders meetings, and the
quantity of shares held by each of them and, where applicable, any restrictions which may affect the securities.

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Article 11

Indivisibility of Shares

Shares
shall be indivisible with respect to the Company. Joint-owners of shares shall be represented at shareholder meetings by one of them or by a common agent of their choice. In the
absence of any agreement between them as to the choice of an agent, such agent shall be appointed by Order of the Chief Judge of the Commercial Court ruling in chambers at the request of the more
diligent joint-owner.

The
voting right attached to a share shall belong to the beneficial owner at ordinary shareholders meetings and to the bare owner at extraordinary shareholders meetings. However,
shareholders may agree among themselves as to other ways of distributing the exercise of the voting rights at shareholders meetings. In such a case, they must bring their agreement to the attention of
the Company by registered letter sent to the principal office, and the Company shall be required to respect such agreement for any shareholders meeting that is held more than one month after the
registered letter is sent; the postmark shall be proof of the sending date. The shareholder's right to have access to corporate documents or to consult them may also be exercised by each joint owner
of shares, by the beneficial owner and the bare owner of shares.

Article 12

Transfer of Shares

1.     Shares
shall be transferable under the conditions and according to the methods provided by current laws and regulations. Transfers shall be made from one account to
another account.

Transfers
of shares by an event that does not constitute a trade shall be accomplished upon proof of the conveyance pursuant to law.

2.     All
shares, whether paid in cash or in kind, may be traded as of their issuance subject to statutory exceptions. In particular:





3.     Shares
shall remain tradeable after the dissolution of the Company, up to the close of the liquidation.

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Article 13

Rights and Obligations Attached to Shares

1.     Subject
to any preferential rights that might be granted to one or more classes of shares that are created, each share entitles the holder thereof to an ownership right
in the Company in proportion to the percentage of capital that such share represents and shall give the right to vote and be represented at shareholders meetings, under the legal conditions set by law
and thesestatuts.

All
shareholders shall have the right to be informed of the operations of the Company and to obtain certain corporate documents at the times and under the conditions provided by law and
thesestatuts.

2.     Shareholders
shall be liable for losses only to the extent of their capital contributions.

Subject
to legal and statutory provisions, a majority of shareholders may not impose on shareholders an increase in liabilities. The rights and obligations attached to a share shall be
transferred with it to all future holders.

The
ownership of a share shall automatically entail compliance with the decisions of shareholders meetings and to thesestatuts.

Heirs,
creditors, successors in interest or other representatives of a shareholder may not, under any pretext, demand the affixing of seals onto corporate documents or assets, request
the distribution or public sale of such assets, nor interfere in the administration of the Company. To exercise their rights, they must rely on corporate procedures and the decisions of the
shareholder meetings.

3.     Whenever
it is necessary to possess a certain number of shares in order to exercise any right, in the event of exchange, consolidation or attribution of shares, or when
there is a capital increase or decrease, merger or any other transaction, the shareholders possessing a number of shares inferior to the number required may exercise such rights only on the condition
that they personally acquire the required number of shares.

4.     Any
individual or legal entity, acting alone or in concert, who comes to possess directly or indirectly a number of shares representing more than
one-twentieth, one-tenth, one-fifth, one-third, one-half or two-thirds of the Company's capital stock or voting rights must
inform the Company, within 5 trading days after the upward or downward crossing of the shareholding threshold, of the total number of shares in the Company that it possesses and the voting
rights attached thereto.

It
shall also so inform theAutorité des Marchés Financiersor any authority taking the place of said Autoritéwithin 5 trading days
after the upward or downward crossing of the shareholding threshold.

If
the aforementioned reporting obligations are not fulfilled, the shares exceeding the percentage that should have been reported shall be deprived of the voting right for any
shareholders meeting that is held for two years after the date of rectification of the notification.

5.     In
addition to the aforementioned legal obligation to inform the Company of the upward or downward crossing of the aforementioned thresholds of capital or voting rights,
any individual or legal entity who, directly or indirectly, acting alone or in concert with others, acquires ownership or control of securities representing at least 2.5%, or any multiple of 2.5% up
to 50%, of the Company's share capital or voting rights, or whose holdings fall below any such limit, must notify the Company, by registered letter with return receipt requested, of the total number
of shares or voting rights that he holds within 5 trading days of such acquisition.

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This
declaration must be made, in the same manner, each time that a threshold of 2.5%, or any multiple of 2.5% up to and including 50%, of the Company's total share capital or voting
rights is crossed.

The
declaration mentioned above must also be made when the amount of share capital held falls below the thresholds set out in paragraph 5.

For
each declaration indicated above, the purchaser must certify that the declaration made does indeed include all shares or voting rights held or possessed, pursuant to
Article L. 233-7 of theCode de commerce. It must also indicate the date(s) of acquisition or transfer of
its shares.

Failure
to comply with the notification provisions of this paragraph 5 may result in the suspension for up to two years of the voting rights attached to the shares exceeding the
2.5% threshold that should have been reported if requested in the minutes of a shareholder meeting by one or more shareholders holding equity securities representing at least 2.5% of the Company's
share capital or voting rights. The two-year suspension will begin to run upon rectification of the notification.

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TITLE III

ADMINISTRATION AND AUDIT OF THE COMPANY

Article 14

Board of Directors

1.     Composition

The
Company shall be administered by a Board of Directors of at least three members and at most fifteen, unless otherwise provided by law in the event of a merger.

The
Directors shall be appointed and their positions renewed by an ordinary shareholders meeting, which may remove them at any time.

However,
in the event of merger or split-up, the Directors may be appointed by an extraordinary shareholders meeting.

Directors
may be individuals or legal entities. Directors who are legal entities must, at the time of their appointment, designate a permanent representative, who shall be subject to the
same conditions and obligations and who shall incur the same civil and criminal liability as if he were a Director on his own behalf, without prejudice to the joint and several liability of the legal
entity that he represents. This mandate of permanent representative shall be given to him for the duration of the mandate of the legal entity that he represents; it must be renewed whenever the
mandate of the legal entity is renewed.

When
the legal entity revokes its representative, it must so notify the Company, immediately, by registered letter and appoint a new permanent representative under the same terms; the
same shall hold true in the event of death or resignation of the permanent representative.

An
individual Director may not, under the conditions provided for by law, simultaneously sit on more than five boards of directors or supervisory boards of corporations that have their
principal office in France, barring exceptions provided for by law.

Any
individual Director who, when receiving a new mandate, is in violation of the provisions of the preceding paragraph, must, within three months of his appointment, relinquish one of
his mandates. Otherwise, he shall be considered to have relinquished his new mandate.

An
employee of the Company may be appointed Director only if his employment contract predates his appointment and that the contract corresponds to an actual job. The number of Directors
bound to the Company by an employment contract may not exceed one third of the Directors in office.

2.     Age
Limit  Term in Office

At
no time may the number of Directors who have passed the age of seventy years exceed one half of the members of the Board of Directors. If that limit is reached, the eldest Director
other than the Chairman of the Board of Directors shall be considered to have resigned automatically.

Directors
shall have a term of six years in office; the term shall expire at the end of the shareholders meeting that approves the accounts of the previous fiscal year, held in the year
during which their mandate expires.

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Directors
may always be reelected.

3.     Vacancy
of Seats  Cooptation

In
the event of vacancy due to the death or resignation of one or more of the Directors, the Board of Directors may make temporary appointments between two shareholders meetings.

However,
if only one or two Directors remain in office, he or they, or otherwise the auditor(s), must immediately convene the ordinary shareholders meeting to fill the remaining seats on
the Board of Directors.

Provisional
appointments made by the Board of Directors shall be subject to confirmation by the next ordinary shareholders meeting. In the absence of such confirmation, the resolutions
adopted and the acts accomplished previously by the Board of Directors shall remain valid nevertheless.

A
Director appointed in replacement of another shall remain in office only for the unelapsed remainder of his predecessor's term in office.

Article 15

Shares of Directors

Each
Director must own at least one share throughout his term in office.

If,
on the day of his appointment, a Director does not own the requisite number of shares or if, during his term in office, he ceases to own them, he shall be considered to have resigned
automatically if he fails to rectify that situation within three months.

Article 16

Chairman  Organization of the Board of Directors

1.     From
among its individual members, the Board of Directors shall elect a Chairman and set his term of office, which term may not exceed his term in office
as Director.

The
Chairman may not be more than seventy-five years of age. Should he pass that age, he shall be considered to have resigned automatically.

In
the case of the temporary incapacity or death of the Chairman, the Board of Directors may appoint a Director to assume the role of Chairman. Should the Chairman be temporarily
incapacitated, this appointment is given for a limited duration and is renewable. In the case of the death of the Chairman, this appointment shall last until the election of a new Chairman.

2.     The
Chairman shall organize and supervise the work of the Board of Directors, for which he is accountable to the shareholders at the shareholders general meeting. The
Chairman shall watch over the running of the corporate bodies of the Company and, in particular, shall make sure that the Directors are capable of fulfilling their tasks. The Chairman shall
communicate to the Directors and auditors the list and the object of the agreements referred to by Article L. 225-39 of theCode
de commerce.

3.     Should
the Chairman be absent or unavailable to preside over a meeting of the Board of Directors, the Board of Directors shall appoint, for that meeting, one of its
members present to chair the meeting.

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4.     At
each meeting the Board of Directors may appoint a secretary, who need not be one of its members or a shareholder of the Company.

5.     The
Board of Directors may, if it deems necessary, adopt rules of procedure applicable to the Board and make any changes to such regulations it may deem desirable
or necessary.

Article 17

Deliberations of the Board

The
Board of Directors shall meet as often as the interest of the Company so dictates, upon notice from the Chairman.

The
Chairman of the Board of Directors shall also, within the conditions provided for by law, call a meeting with such notice upon request of one-third of the Board's
members, or of the Chief Executive Officer ("directeur général"), if the Chairman of the Board of Directors does not
assume that position. The Chairman is bound by the requests that are made in this manner.

The
Board of Directors shall either meet at the principal office of the Company or at any other location indicated in the notice of meeting addressed to each Director by first class or
registered mail, by facsimile or by electronic mail.

The
Board of Directors may also meet upon verbal notice, and the agenda for such a meeting may remain unset until the actual time of the meeting if all the Directors in office are
present at such meeting, or, as necessary, are present at the meeting via videoconference or telecommunication in compliance with the Law and the Directors agree to the agenda.

An
attendance register shall be kept and signed by the Directors participating in a meeting of the Board of Directors.

One
Director may authorize another Director to represent him at a meeting of the Board of Directors, but each Director may use, at any given meeting, only one of the proxies that he has
received. Proxies may be given by simple letter and even by telegram, but one and the same proxy may not be used for more than one meeting.

For
deliberations to be valid, the presence in person and/or by videoconference or telecommunication in compliance with the Law of at least one half of the Directors shall
be necessary.

Decisions
shall be made by majority vote of members present, or, if the case arises, participating by videoconference, by telecommunication or represented in compliance with the Law;
each Director present and/or participating by videoconference or by telecommunication in compliance with the Law shall have one vote unless he represents one of his colleagues, in which case he shall
have two votes.

In
the event of a tie vote, the vote of the Chairman of the meeting shall be decisive.

For
all decisions and where not prohibited by applicable Law or the by-laws, the Board of Directors may provide that Directors who participate in a meeting of the Board of
Directors by videoconference or telecommunication will be considered present for the calculation of quorum and majority, in compliance with the Law.

At
the Chairman's request, members of the Company's management and notably, thedirecteur généralif not a
Director, may attend meetings of the Board of Directors, with the right to speak in an advisory capacity.

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Directors,
as well as all persons called to attend meetings of the Board of Directors, are held to the highest level of discretion with regard to confidential information presented as
such by the Chairman of the Board of Directors.

Article 18

Minutes

Deliberations
of the Board of Directors shall be recorded in minutes, entered or bound into a special register, numbered, initialed and kept pursuant to regulations.

Minutes
shall be signed by the Chairman of the meeting and by at least one Director. Should the Chairman of the meeting be unavailable, they shall be signed by at least
two Directors.

Copies
or extracts of such minutes, in the event they are to be produced in courts of law or elsewhere, shall be validly certified by the Chairman of the Board of Directors, the directeur général,
 the Director temporarily delegated to act as Chairman or an agent empowered for such purpose.

Article 19

Powers of the Board of Directors  Committees

The
Board of Directors shall determine the direction of the Company's business and oversee their implementation.

Within
the limit of powers expressly allocated by law to the shareholders meetings, the Chairman of the Board of Directors or thedirecteur
général, within the limit of the Company's corporate purpose, the Board shall take up all questions concerning the Company's affairs and settle
all such business through its deliberations.

The
Board shall carry out all inspections and review that it judges appropriate. The Chairman or the Chief Executive Officer of the Company shall convey to each Director all
documentation and information necessary to accomplish his mission.

Generally,
the Board of Directors makes all decisions and exercises all its prerogatives which, by virtue of the legal and regulatory provisions in force or by the current statuts, come within its powers.

In
relations with third parties, the Company shall be committed by the acts of the Board of Directors that are not within the corporate purpose, unless it proves that the third party was
aware of the fact that the act exceeded such purpose or could not have been unaware of it, considering the circumstances. Any decisions that would limit the powers of the Board of Directors shall not
be invocable against third parties.

The
Board of Directors may grant, to agents of its choosing, any delegation of powers to the extent that such powers are conferred by law and by
thesestatuts.

The
Board of Directors alone may decide to form committees to study questions that it or its Chairman submits for examination for the purposes of rendering an opinion. It shall establish
the composition and powers of such committees, which shall perform their activities under its responsibility.

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Article 20

General ManagementDelegation of Powers  Corporate Signature

1.     The
general management of the Company shall be undertaken, and assumed as his responsibility, either by the Chairman of the Board of Directors, who shall take the title
of Chairman and Chief Executive Officer, or by another individual appointed by the Board of Directors, which will determine the term of his office, who shall take the title of directeur général.

The
Board of Directors shall choose between these two methods of exercising the general management of the Company by majority vote of two-thirds of its members present
or represented.

Shareholders
and third parties will be informed of the choice made by the Board of Directors in the manner provided for by law.

2.     Thedirecteur généralmay be dismissed at any time by the Board of Directors. If dismissal
is without cause, costs for damages and related interest may arise, unless thedirecteur généralis also Chairman of the
Board of Directors.

3.     Thedirecteur généralshall be vested with the broadest powers to act under any circumstance
on the Company's behalf. He shall exercise these powers within the limits of the corporate purpose and subject to the powers expressly attributed by law to the shareholders meetings and the Board
of Directors.

Thedirecteur généralrepresents the Company in its relations with third parties. Any limitation on these
powers decided by decision of the Board of Directors is not enforceable with regard to third parties. In relations
with third parties, the Company shall be committed by acts of thedirecteur général, not withstanding that such acts may
not be within the corporate purpose, unless the Company proves that the third party was aware of the fact that the act exceeded such purpose or could not have been unaware of it, considering the
circumstances, it being understood that the publication of thesestatutsalone does not suffice to constitute such proof.

Thedirecteur général, as well as deputydirecteurs
généraux, may grant to the agents of their choosing any delegation of powers to the extent that such powers are conferred by law and by these statuts. In accordance
with Article 706-43 of the code of criminal procedure ("Code de
procédure pénale"), thedirecteur généralmay delegate to any person
of his choice the power to represent the Company in criminal proceedings which may be instituted against the Company.

4.     Upon
the recommendation of thedirecteur général, the Board of Directors may appoint one or
more natural persons, whether or not directors, to assist thedirecteur généralunder the title of deputy directeur général("directeur général
délégué"). The maximum number ofdirecteurs généraux
déléguésthat may be appointed is five.

5.     Thedirecteur généralanddirecteur
généraux déléguésmust not be more than sixty-five years of age. If the directeur généralor a deputydirecteur
généralin office comes to exceed that age, he shall be considered to have resigned automatically.

6.     Each
deputydirecteur généralcan be dismissed at any time by the Board of Directors, upon
proposal from thedirecteur général. If dismissal is without cause, costs for damages and related interest may result. In
the event of death, resignation or dismissal of thedirecteur général, any deputydirecteur
généralshall retain, unless otherwise decided by the Board of Directors, his or her responsibilities and powers until the new directeur généralis appointed.

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In
agreement with thedirecteur général, the Board of Directors determines the scope and duration of the
powers vested in the each deputydirecteur général. With respect to third parties, each deputy directeur généralshall have the
same powers as thedirecteur
général.

Article 21

Compensation of Directors, Chairman of the Board of Directors,General Management, Agents of the Board of Directors and Committee Members

1.     Shareholders
at shareholders meetings may allocate a fixed annual sum to the Directors, in compensation for their duties, through director's fees.

The
Board of Directors shall distribute such compensation freely among its members.

2.     The
compensation of the Chairman of the Board of Directors and the compensation of anydirecteur
généralshall be determined by the Board of Directors. It may be fixed or proportional, or both.

3.     Under
the conditions provided by law, the Board of Directors may allocate exceptional compensation for tasks or mandates entrusted to Directors. The Board of Directors
may also authorize the reimbursement for costs and expenses incurred by the Directors.

4.     No
compensation, whether permanent or not permanent, may be paid to Directors other than those who are also members of the General Management and those bound to the
Company by an employment contract under the conditions provided by law.

Article 22

Liability of Directors and General Management

The
Directors ordirecteur généralof the Company shall be liable to the Company or to third parties, for
violations of applicable statutory and regulatory provisions governing corporations, for violations of thesestatuts, and for mismanagement, all under
the conditions and subject to the penalties provided for by current laws.

Article 23

Regulated Agreements

All
agreements entered into, directly or by intermediaries, between the Company and one of its Directors, itsdirecteur
général, one of its deputydirecteur général, one of its
shareholders holding more than 10% of voting rights, or in the case of a corporate shareholder, the company controlling it within the meaning of Article L. 233-3 of the Code de commerce, shall
be subject to prior authorization of the Board of Directors if the agreement is not within the ordinary course of business and
does not contain normal business terms.

The
same procedures apply to any other agreements, unless they are entered into in the ordinary course of business under normal business terms, in which one of the persons named in the
above paragraph have an indirect interest.

Agreements
made between the Company and another company shall also be subject to prior authorization, unless they are entered into in the ordinary course of business under normal
business terms, if one of the Directors, thedirecteur généralor one of the deputydirecteurs
générauxof the Company is the owner, general partner, manager, director,directeur
général, member of the Supervisory Board or generally responsible for the management of such company.

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Article 24

Independent Auditors

At
least two principal independent auditors shall be appointed to perform the audits of the Company as provided under the law.

Their
permanent task shall be to audit the books and the assets of the Company and to oversee the accuracy and genuineness of the corporate financial statements. The independent auditors
shall be excluded from the management of the Company.

At
least two alternate independent auditors shall be appointed. They shall be called to replace the principal independent auditors in the event of unforeseen difficulties, refusal,
resignation or death.

The
independent auditors must be summoned to all shareholders meetings and to the meetings of the Board of Directors in which the accounts of (i) the past fiscal year, or
(ii) the semi current fiscal year, are drawn up.

TITLE IV

SHAREHOLDER MEETINGS

Article 25

Nature of Shareholders Meetings

The
decisions of shareholders shall be made at shareholders meetings.

Ordinary
shareholders meetings shall be those that are held to make any decisions that do not amend thestatuts.

Extraordinary
shareholders meetings shall be those called to decide or authorize direct or indirect amendments to thestatuts.

Special
shareholders meetings shall be held to assemble shareholders of a specific class, should one be created, to rule on a change in the rights pertaining to the shares in
that class.

Deliberations
of shareholders meetings shall be binding for all shareholders, even those who are absent, in disagreement or unavailable.

Article 26

Notice of Meeting and Procedure of Shareholder Meetings

Shareholders
meetings shall be called either by the Board of Directors or, failing that, by the independent auditor(s), or by an agent designated by the Chief Judge of the Commercial
Court ruling in chambers at the request of one or more shareholders together holding at least one-twentieth of the capital.

During
the liquidation period, shareholders meetings shall be called by the liquidators.

Shareholders
meetings shall be held at the principal office or at any other location indicated in the notice of meeting.

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Notice
shall be given by a summons published in a journal of legal notices of thedépartementin which the principal office
is located and in theBulletin des Annonces Légales Obligatoires.

Shareholders
who have held registered shares for at least one month on the date of publication of the notice of such meeting shall also be called to all shareholders meetings by regular
mail or, at their request and at their expense, by registered letter or by any other means authorized by law.

Shareholders
meetings may not be held fewer than 15 days after the notice of meeting is published or after the letter is sent to the registered shareholders.

When
a shareholders meeting cannot duly deliberate, because it fails to meet the required quorum, a second shareholders meeting and, if required, an extended second shareholders meeting,
shall be called under the same form as the first one and the notice of such meeting shall state the date of the first meeting and reproduce its agenda.

Article 27

Agenda

1.     The
agenda for a shareholders meeting shall be drawn up by the Board of Directors, if notice of the meeting is made by the Board of Directors, or by the author of the
notice if other than the Board of Directors.

2.     One
or more shareholders, representing at least the required percentage of the registered capital, as well as the workers' committee of the Company, shall have the
authority to request, under applicable law and regulations then in force, that draft resolutions be placed on the agenda.

To
that end, a notice of meeting shall be published in theBulletin des Annonces Légales Obligatoiresat least
thirty-five days before the shareholders meeting. Requests to have draft resolutions placed on
the agenda must be sent within the time limits provided for by law. Shareholders shall be informed of the content of such drafts under the conditions provided for by the Law.

3.     A
shareholders meeting may not deliberate on a matter that is not on the agenda, which agenda may not be changed on second convocation. However, in any instance, a
shareholder meeting may remove one or more Directors and replace them.

Article 28

Admission to Shareholders Meetings  Proxies

1.     All
shareholders shall have the right to participate personally or through an agent in shareholders meetings and deliberations, as soon as amounts due on their shares are
paid-up and provided that:



2.     Any
shareholder may vote by correspondence using a form that may be sent to him under the conditions stated in the notice of the shareholders meeting.

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This
form, duly completed, must reach the Company at least three days before the date of the shareholders meeting; otherwise, the information set forth therein shall not be taken
into account.

3.     A
shareholder may be represented only by his spouse or by another shareholder holding a proxy.

Legal
representatives of legally incapacitated shareholders and shareholders who are legal entities shall be represented by individuals authorized to represent them with respect to third
parties or by any person to whom said individuals have delegated their power of representation; the representative need not be a shareholder himself.

4.     A
shareholder not domiciled in France, within the meaning of Article 102 of theCode civil, may be represented at
the shareholders meeting by an intermediary registered under the conditions set forth by the legal and regulatory provisions in force. This shareholder is therefore considered present at the meeting
for the calculation of a quorum and a majority.

5.     If
the Board of Directors so decides when the meeting is called, any shareholder may participate and vote at meetings by videoconference or by other means of
telecommunication permitting identification and effective participation of the shareholder, under the conditions and following the methods provided for by the Law. Such shareholder will therefore be
represented for the calculation of a quorum and a majority of the shareholders.

Article 29

Procedure of Shareholders
Meeting  Officers  Minutes

1.     An
attendance sheet shall be initialled by the attending shareholders and by the attending agents, to which shall be attached the proxies given to each agent as well as
any absentee ballots. It shall be certified as accurate by the officers of the shareholders meeting.

2.     Shareholders
meetings shall be chaired by the Chairman of the Board of Directors or, in his absence, by a Director specifically delegated by the Board of Directors for
that purpose.

If
the meeting is called by the independent auditors or by court-appointed agents, the shareholders meeting shall be chaired by the author of the notice. Otherwise, the shareholders
meeting shall itself elect its Chairman.

Two
shareholders, present and in agreement, who represent, both for themselves and as agents, the greatest number of votes shall act as vote counters.

The
officers thus designated shall appoint a Secretary, who need not be a shareholder.

3.     Deliberations
of shareholders meetings shall be recorded in minutes signed by the officers of the meeting and entered in a special register as prescribed by law. Copies
or extracts of such minutes shall be validly certified under the conditions set by law.

Article 30

Quorum  Vote

1.     The
quorum shall be calculated based on all shares comprising the registered capital, except at special shareholders meetings, where it shall be calculated based on all
shares of the class involved, less shares without voting rights as prescribed by law.

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Nevertheless,
a double voting right is attached to all fully paid-up shares for which a nominative registration is established for at least two years in the name of the same
holder. In case of capital increase by incorporation of reserves, profits or premiums, this double voting right will be attached, on the date of their issue, to nominative shares newly allotted to a
shareholder in consideration for its old shares entitling him to such right.

In
the event of absentee voting, only ballots duly completed and received by the Company at least three days prior to the date of the meeting shall be taken into account for calculating
the quorum.

2.     The
voting right attached to beneficially-owned shares or bare-owned shares shall be proportional to the percentage of the capital that they represent. Each
share shall give the right to one vote.

3.     Voting
shall be by show of hands, or by roll call, or secret ballot, as decided by the officers of the shareholders meeting or the shareholders.

As
provided in Article 28 above, voters may also vote by absentee ballot, or if the case arises, by videoconference or by any other means of communication permitting the
identification of the shareholder, and under conditions and following the methods provided for by legal and regulatory provisions in force.

In
voting by absentee ballot, ballots that do not cast any vote or express an abstention, shall be considered as "no" votes.

Only
absentee ballots duly completed and received by the Company at least three days prior to the date of the meeting shall be taken into account for calculating the majority.

Article 31

Ordinary Shareholders Meeting

An
ordinary shareholders meeting shall make any decisions that exceed the powers of the Board of Directors and which do not amend the statuts. An ordinary shareholders meeting shall meet at least once per
year, within six months of the close of the fiscal year, to approve the capital
and, as the case may be, the consolidated accounts of that fiscal year, subject to extension of this deadline by decision of a court of law.

Upon
first notice, an ordinary shareholders meeting shall deliberate validly only if the shareholders present and represented, or voting by absentee ballot and, if the case arises, by
videoconference or by any other means of telecommunication permitting their identification and their effective participation to the shareholders' meeting in compliance with the Law, possess at least
one-quarter of the shares with voting rights. No quorum shall be required on the second notice.

An
ordinary shareholders meeting shall rule by majority of votes of the shareholders present, represented or voting by absentee ballot and, if the case arises, by videoconference or by
any other means of telecommunication permitting their identification and their effective participation to the shareholders' meeting in compliance with the Law.

Article 32

Extraordinary Shareholders Meeting

An
extraordinary shareholders meeting may amend any provisions of thestatutsand notably may decide to convert the Company into a company
of another civil or commercial form. It may not, however, increase the liabilities of the shareholders unless it is the result of transactions involving a consolidation of shares validly effectuated.

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An
extraordinary shareholders meeting may deliberate validly only if the shareholders present or represented, or voting by absentee ballot and, if the case arises, by videoconference or
by any other means of telecommunication permitting their identification and their effective participation to the shareholders' meeting in compliance with the Law, possess at least, on first notice,
one third of the shares and, on second notice, one quarter of the shares with voting rights. In the absence of such quorum, the second extraordinary shareholders meeting may be postponed to a later
date up to two months following the date for which it was called.

An
extraordinary shareholders meeting shall rule by two-thirds majority of the votes of shareholders present, represented, or voting by absentee ballot and, if the case
arises, by videoconference or by any other means of telecommunication permitting their identification and their effective participation to the shareholders' meeting in compliance with the Law, except
in the case of a statutory exception, notably when the capital is increased by incorporation of reserves, profits or issue premiums, in which case the shareholders meeting shall rule under the quorum
and majority conditions of ordinary shareholders meetings.

In
the case of extraordinary shareholders meetings that are constitutive in nature (i.e.,those called to deliberate over the
approval of a contribution in kind or the granting of a special benefit), the contributor or the beneficiary, whose shares shall not be taken into account for calculating the majority, shall have no
right to vote for himself nor as agent.

Article 33

Special Meetings

If
there are several classes of shares, no change may be made to the rights of the shares of one such class, without the due vote of an extraordinary shareholders' meeting open to all
shareholders and, in addition, without also a due vote of a special meeting open only to the owners of the shares of the class in question.

The
special meeting may deliberate validly only if the owners of the shares of the class in question, present or represented, or voting by absentee ballot and, as the case may be, by
videoconference or by any other means of telecommunication permitting their identification and their effective participation to the shareholders' meeting in compliance with the Law, possess at least,
on first notice, one half of the shares with voting rights and, on second notice, one quarter of the shares with voting rights. In the absence of such quorum, the second meeting may be postponed to a
later date up to two months following the date for which it was called.

Article 34

Shareholder Right of Disclosure

Any
shareholder shall have the right to obtain, under the conditions and at the times set by law, disclosure of the documents necessary to enable him to make an informed decision and
make a judgment as to the management and audit of the Company. The nature of such documents and the conditions of their conveyance or disclosure shall be determined by law and regulations.

TITLE V

FISCAL YEAR  ANNUAL FINANCIAL STATEMENTS
ALLOCATION AND DISTRIBUTION OF PROFITS  DIVIDENDS

Article 35

Fiscal Year

The
fiscal year shall last for 12 months. It shall commence on January 1 and end on December 31 of each year.

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Article 36

Annual Financial Statements

Regular
accounting shall be kept of the corporate transactions pursuant to law and commercial practice.

At
the close of each fiscal year, the Board of Directors shall draw up an inventory of the various assets and liabilities. It shall also draw up the annual financial statements and, as
the case may be, the consolidated financial statements.

The
Board of Directors shall draw up forecast accounting documents under the conditions prescribed by law.

All
such documents shall be made available to the independent auditors as prescribed by law.

Article 37

Allocation and Distribution of Profits

In
accordance with the law, a sum is to be placed in reserve from the profit of each year less previous losses. Five percent (5%) shall be withdrawn to form the legal reserve fund; such
withdrawal shall cease to be mandatory once said fund reaches one-tenth of the registered capital; it shall become mandatory once again when, for any reason, the legal reserve drops below
that percentage.

The
distributable profit shall consist of the fiscal year profit less prior losses and sums placed in reserve pursuant to the law or the statuts, plus retained earnings.

From
the distributable profit, the shareholders at a shareholders meeting shall withdraw the sums deemed appropriate for allocation to any ordinary or extraordinary optional reserve
funds, or for carry forward.

The
balance, if any, shall be distributed among all the shares in proportion to the unamortized and paid-in amount thereof.

Except
in the event of a decrease in capital, no distribution may be made to shareholders when the shareholders' equity is below, or as a result of such distribution might fall below,
the level of equity (including reserves) which the law or thestatutsdo not allow to be distributed.

The
shareholders at a shareholders meeting may decide to distribute sums withdrawn from the reserves that are at their disposal, either to furnish or complete a dividend, or as an
exceptional distribution; in such case, the decision shall expressly state the reserve items from which the withdrawals are made. However, dividends shall first be distributed from the fiscal year's
distributable profit.

Following
the approval of the accounts by the shareholders meeting, any losses shall be entered in a special account to be charged to the profits of subsequent fiscal years until the
losses are paid off.

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Article 38

Payment of Dividends

The
payment procedures for cash dividends shall be set by the shareholders meeting or, failing that, by the Board of Directors. In either case, cash dividends must be paid within a
maximum period of nine months of the end of that fiscal year, unless otherwise authorized by a court order.

If
a balance sheet prepared during the course of, or at the end of, an accounting period and certified by the independent auditors shows that the Company has made a profit since the
closing of the previous accounting period and after deduction of any necessary amortization, depreciations and reserves, and after deduction of any losses carried forward from prior periods and the
sums allocated to reserves, interim dividends may be distributed before the accounts for the financial year are approved. The amount of such interim dividends shall not exceed the amount of the profit
thus defined.

The
shareholders meeting that approves the fiscal year's financial statements shall have the authority to give each shareholder, pursuant to French law, the option of payment in cash or
in stock for all or part of the dividend or interim dividends distributed.

The
Company may not demand any recovery of a dividend, unless the distribution was made in violation of law and if the Company establishes that the beneficiaries were aware of the
irregular nature of such distribution at the time it was made or could not have been unaware of it considering the circumstances.

The
action for recovery shall be barred three years after the payment of such dividends. Dividends not claimed within five years of their payment lapse.

TITLE VI

SERIOUS LOSSES  DISSOLUTION  LIQUIDATION

Article 39

Shareholders' Equity Less than Half of Registered Capital

If,
due to losses recorded in the accounts, the Company's shareholders' equity becomes less than one half of the registered capital, the Board of Directors must, within four months
following the approval of the financial statements showing such losses, call an extraordinary shareholders meeting to decide whether it is appropriate to dissolve the Company early.

If
the dissolution is not pronounced, subject to the statutory provisions regarding minimum registered capital and within the time period set by law, the registered capital must be
reduced by an amount equal to the amount of the losses that could not be charged to the reserves, if within that time period the shareholders' equity has not been restored to a value at least equal to
one half of the registered capital.

In
all cases, the decision of the shareholders meeting must undergo the publication formalities required by applicable regulations.

If
these provisions are not observed, any interested party may bring legal action to dissolve the Company. The same shall hold true if the shareholders have been unable to deliberate
validly.

In
any event, a court may not pronounce the dissolution if, on the day of its judgment on the merits, the rectification has occurred.

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Article 40

Dissolution  Liquidation

Aside
from a dissolution of the Company provided by law, and barring proper extension, the Company shall be dissolved (i) at the end of the time period set by the statutsor (ii) pursuant to a
decision of an extraordinary shareholders meeting.

One
or more liquidators shall then be appointed by the extraordinary shareholders meeting under the quorum and majority conditions provided for ordinary shareholders meetings.

The
liquidator shall represent the Company. All Company assets shall be sold off and the liabilities shall be paid by the liquidator, who shall be vested with the broadest powers.

The
liquidator shall then distribute the available balance.

The
shareholders meeting may authorize the liquidator to continue the business in progress or to undertake new business for the needs of the liquidation.

The
net assets existing after paying back the nominal value of the shares shall be distributed equally among all shareholders.

If
all shares are held by one party, any decision as to dissolution, whether it is voluntary or court-ordered, shall entail the transfer of the corporate assets to the single
shareholder, under the conditions provided by law, and there shall be no need for liquidation.

TITLE VII

DISPUTES

Article 41

Disputes

Any
disputes that might arise during the existence of the Company or after its dissolution during the course of the liquidation transactions, either between the shareholders, the
administrative or management bodies and the Company, or between the shareholders themselves, concerning the business of the Company or the interpretation or performance of these statuts, shall be
adjudged pursuant to law and brought before the appropriate French courts of law.

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