*Free translation from French***Exhibit 1.1****TECHNIP****Société Anonyme with a share capital of84,688,606.56 euros** **6-8 Allée de l’Arche****Faubourg de l’Arche — ZAC Danton****92400 COURBEVOIE** **TRADE REGISTER Nr:****589 803 261 R.C.S. NANTERRE** **ARTICLES OF ASSOCIATION** February 22, 2006
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**TABLE OF CONTENTS**     **PART I** **CORPORATE FORM — CORPORATE NAME —    CORPORATE PURPOSE — REGISTERED OFFICE —    DURATION**  ***Article:*** ***Title:*** ***Page:***    ARTICLE 1     CORPORATE FORM     E-3     ARTICLE 2     CORPORATE NAME     E-3     ARTICLE 3     CORPORATE PURPOSE     E-3     ARTICLE 4     REGISTERED OFFICE     E-3     ARTICLE 5     DURATION     E-4 **PART II** **SHARE CAPITAL — SHARES**       ARTICLE 6     SHARE CAPITAL     E-5     ARTICLE 7     PAYMENT FOR THE SHARES     E-5     ARTICLE 8     INTEREST ON LATE PAYMENTS     E-5     ARTICLE 9     FORM AND TRANSFER OF SHARES     E-5     ARTICLE 10     INDIVISIBILITY OF THE SHARES     E-5     ARTICLE 11     RIGHTS AND DUTIES ATTACHED TO THE SHARES     E-5     ARTICLE 12     DOUBLE VOTING RIGHTS     E-6     ARTICLE 13     IDENTIFICATION OF SHAREHOLDERS; CROSSING OF THRESHOLD     E-6 **PART III** **ADMINISTRATION OF THE COMPANY**       ARTICLE 14     COMPOSITION OF THE BOARD OF DIRECTORS     E-7     ARTICLE 15     CHAIRMAN OF THE BOARD OF DIRECTORS     E-8     ARTICLE 16     MEETINGS OF THE BOARD OF DIRECTORS     E-8     ARTICLE 17     PREROGATIVES OF THE BOARD OF DIRECTORS     E-8     ARTICLE 18     MANAGEMENT OF THE COMPANY     E-9     ARTICLE 19     CHIEF EXECUTIVE OFFICER *(Directeur Général)*AND    EXECUTIVE VICE PRESIDENTS *(Directeurs Généraux    Délégués)*     E-9     ARTICLE 20     COMMITTEES — INTERNAL RULE     E-10     ARTICLE 21     AGREEMENTS BETWEEN THE COMPANY AND ITS DIRECTORS AND OFFICERS     E-10     ARTICLE 22     COMPENSATION OF THE DIRECTORS, THE CHAIRMAN OF THE BOARD, THE    CHIEF EXECUTIVE OFFICER AND EXECUTIVE PRESIDENTS     E-11 **PART IV** **GENERAL MEETINGS**       ARTICLE 23     GENERAL RULES     E-12 **PART V** **STATUTORY AUDITORS**       ARTICLE 24     STATUTORY AUDITORS     E-13 **PART VI** **INVENTORIES — PROFITS — RESERVE FUNDS    DISTRIBUTION OF PROFITS**       ARTICLE 25     FISCAL YEAR     E-14     ARTICLE 26     ANNUAL ACCOUNTS     E-14     ARTICLE 27     DISTRIBUTION OF PROFITS     E-14     ARTICLE 28     PAYMENT OF DIVIDENDS     E-14 **PART VII** **DISSOLUTION — LIQUIDATION**       ARTICLE 29     DISSOLUTION — LIQUIDATION     E-15 **PART VIII** **DISPUTES**       ARTICLE 30     DISPUTES     E-16
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**PART I****CORPORATE FORM — CORPORATE NAME —CORPORATE PURPOSE —****REGISTERED OFFICE — DURATION****ARTICLE 1 — CORPORATE FORM**     TECHNIP (the “Company”) is formed as a public limitedcompany *(“société anonyme”*), governedby the provisions of the Book II of the Commercial Code,the Decree of March 23, 1967 n°67-236, the legislationin force governing public limited companies and by thesearticles of association.**ARTICLE 2 — CORPORATE NAME**     The Company has the corporate name: TECHNIP.     On all agreements and documents prepared by the Company andintended for third parties, the corporate name must always bepreceded or followed by the words *“sociétéanonyme”* or *“S.A.*”, together with astatement as to the amount of the share capital, theCompany’s registration number at the Register of Commerceas well as the place of the said Register.**ARTICLE 3 — CORPORATE PURPOSE**     The Company has the following purpose in all countries:     All engineering studies and services, and construction ofcomplex industrial plants, in particular for hydrocarbons, aswell as all fields of industry, notably chemicals and lifesciences.     The conception, manufacturing, purchase, sale, construction,assembly and installation of materials, products, equipment andsystems intended for said installations, in particular fixed orfloating platforms and pipelines for the development of oilfields at sea.     The provision of all services related to these products,equipment and installations.     The development and implementation of all processes and productsfor practical use in industry of the results of research carriedout by the Company or by any other individual or entity.     The registration, acquisition, obtention, direct or indirectuse, sale or purchase of all brands, processes, patents, andlicences for the use of patents.     The direct or indirect participation by the Company in alloperations of the said type, either by way of formation ofcompanies, contributions to existing companies, mergers withthem, transfer to companies of all or part of its assets orrights in real and personal property, subscriptions, purchasesand sales of securities and corporate interests, partnerships,advances, loans or otherwise.     The investment by all means and in any form, in companies orindustrial, commercial, financial and real property enterprises,whether French or foreign, regardless of legal form ororganisation and, where necessary, the disposal of theseinvestments.     Generally all transactions of a commercial, financial,industrial or civil nature or in real or personal property,related directly or indirectly to any of the purposes listedabove and to any similar or related purposes, both on its ownbehalf or on behalf of third parties, and more generally alltransactions facilitating or related to the realization of thesepurposes.**ARTICLE 4 — REGISTERED OFFICE**     The Company’s registered office is at:6-8 Allée de l’ArcheFaubourg de l’Arche — ZAC Danton92400 COURBEVOIE.
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     It may be transferred to any other place within theHauts-de-Seine *département*or to any place in any*département*bordering the Hauts-de-Seine by decisionof the Board of Directors, provided the said decision isratified by the following Ordinary General Shareholders’Meeting.     It may be transferred to any place elsewhere by decision of aExtraordinary General Shareholders’ Meeting.**ARTICLE 5 — DURATION**     The duration of the Company is fixed at ninety-nine years fromApril 21, 1958. It shall hence expire on April 20,2057, unless it is wound up prior thereto or its duration isextended as provided for in these articles of association.     At least one year before the Company’s expiry date, theManagement Board shall convene the Extraordinary GeneralShareholders’ Meeting for the purpose of deciding whetherthe Company’s duration is to be extended.
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**PART II** **SHARE CAPITAL — SHARES** **ARTICLE 6 — SHARE CAPITAL**     The share capital is fixed at the sum of84,688,606.56 euros and divided into 111,067,025 fully paidin shares, all of the same class.**ARTICLE 7 — PAYMENT FOR THE SHARES**     The price of shares to be subscribed for in cash is payableeither at the registered office, or at any other place specifiedfor the said purpose.     The Board of Directors may authorize pre-payments and may acceptpayments by way of set-off against amounts due and payable bythe Company.**ARTICLE 8 — INTEREST ON LATE PAYMENTS**     Any payment that is delayed shall automatically bear interestfor the benefit of the Company at the rate of 3% above thethree-month EURIBOR rate (or any other index replacing it), at aminimum of 7%, effective from the date the payment became due,calculated on a daily basis, and without the need for anyformalities. The Company nonetheless reserves its right toinitiate proceedings against the defaulting shareholder and itsright to injunctive relief as provided for by law.**ARTICLE 9 — FORM AND TRANSFER OF SHARES**     The shares are in registered or bearer form, at theshareholder’s choice. They shall give rise to registrationin the ledgers in accordance with the terms and conditionsprovided by law.     They shall be freely negotiable subject to applicable laws andregulations. They shall be transferable from one account toanother.**ARTICLE 10 — INDIVISIBILITY OF THE SHARES**     The shares shall be indivisible with respect to the Company.     Joint owners of shares may be represented at the GeneralShareholders’ Meetings by either one of the owners or by ajoint appointee. In the event of a dispute, an appointee will beappointed by the court at the request of the most diligent jointowner.     The voting rights attached to jointly owned share(s) belongs tothe beneficial owner *(usufruitier)* at Ordinary GeneralShareholders’ Meetings, but to the bare owner*(nu-propriétaire)* at Extraordinary GeneralShareholders’ Meetings.**ARTICLE 11 — RIGHTS AND DUTIES ATTACHED TO THESHARES**     Each share shall give a right to the corporate assets, to thedistribution of the profits and to any liquidation surplus*(boni de liquidation)*, in proportion to the number ofshares issued.     The shareholders shall be liable only up to the amount of theircapital contributions.     Share ownership automatically implies adherence to theCompany’s articles of association and to the decisions ofthe General Shareholders’ Meetings.     The rights and duties attached to each share shall pass with thetitle of the share, to whomever becomes the owner thereof.
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     Whenever it is necessary to own a certain number of shares inorder to exercise a right of any kind, in particular in theevent of an exchange, consolidation or allotment of shares, orfollowing an increase in or reduction of sharecapital — whatever the terms and conditions theretomay be — a merger or any other transaction,shareholders holding a number of shares fewer than that requiredmay exercise their rights only on condition that they make theirown personal arrangements with regard to consolidation and,where applicable, to the purchase or sale of the number ofshares or rights forming the necessary fractional share.**ARTICLE 12 — DOUBLE VOTING RIGHTS**     Since November 24, 1995, double voting rights, taking intoaccount the fraction of the share capital that they represent,have been attributed to all fullypaid-up shares whichcan be proved to have been registered in the name of the sameshareholder for at least two years.     In the event of an increase of share capital by capitalizationof reserves, profits or issue premiums, double voting rightsshall also be granted as from the time of their issue toregistered shares granted free of charge to a shareholder inrespect of existing shares, entitling such shareholder to thebenefit of the said right.     Registered shares benefiting from double voting rights that areconverted into bearer form for any reason whatsoever shall losesuch double voting rights.**ARTICLE 13 — IDENTIFICATION OFSHAREHOLDERS — CROSSING OF THRESHOLDS**     In accordance with applicable laws and regulations, the Companymay at any time ask the body responsible for clearing securitiesfor information enabling it to identify the holders of sharescarrying immediate or future voting rights at GeneralShareholders’ Meetings, as well as the number of sharesheld by each of them and, where applicable, any restrictionsthat may affect such shares.     Any shareholder acting alone or in a group*(de concert)*, in addition to the thresholds referredto inArticle L.233-7 ofthe Commercial Code, who comes to hold or ceases to hold,directly or indirectly, 1% of the Company’s share capitalor voting rights, or a multiple of said percentage less than orequal to 33%, shall notify the Company within five trading daysof having crossed any one of these thresholds, by registeredletter with return receipt requested, of the aggregate number ofshares, voting rights or securities giving right to theCompany’s share capital, which it holds, directly orindirectly, alone or in a group *(de concert)*.     Any failure to comply with the notification of the crossing of astatutory threshold shall give rise to forfeiture of thosevoting rights exceeding the fraction that was required to havebeen declared pursuant to the provisions detailed above, for allGeneral Shareholders’ Meetings that may be held during aperiod of two years following the curing of notice, at therequest of one or more shareholders, together holding at least1% of the Company’s share capital or voting rights, suchrequest being recorded in the minutes of the GeneralShareholders’ Meetings.
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**PART III** **ADMINISTRATION OF THE COMPANY** **ARTICLE 14 — COMPOSITION OF THE BOARD OFDIRECTORS****1. Number of Directors**     The Company shall be administered by a Board of Directorsconsisting of three to eighteen members, subject to applicablelaws.**2. ****Shareholding of Directors**     Each Director must, for the duration of his term, hold at leastfour hundred shares of the Company, which should be held in theregistered form.     If, upon his appointment, a director does not hold or, duringthe term of his office ceases to hold, the requisite number ofshares, he will be deemed to have resigned unless he rectifiesthe situation within three months.**3. ****Legal entities as Directors**     The Directors can be either individual or legal entities. In thelatter case, the legal entity is bound to appoint a permanentrepresentative at the time of its appointment, which saidrepresentative shall be subject to the same conditions andobligations and shall incur the same civil and criminalliabilities as if he were a director in his own name, withoutprejudice to the liability of the moral entity that herepresents.     The permanent representative is appointed for the duration ofthe term of office of the appointing legal entity. Hisappointment should be confirmed upon each renewal of the term ofoffice as director of the legal entity.     If the legal entity retracts its permanent representative’sappointment, it must notify it by registered mail, to theCompany, together with the name of its new permanentrepresentative. The same applies in the event of death orresignation of the permanent representative.**4. ****Term of office**     The members of the Board of Directors are appointed for four(4) years, expiring after the Ordinary GeneralShareholders’ Meeting having approved the accounts for theprior fiscal year and which is held in the year in which theterm expires.     Each member of the Board of Directors may be reappointed.**5. ****Age limit**     The number of individual Directors over 70 years old maynot exceed one third of the number of Directors in office at theend of the fiscal year. If such number is exceeded, the oldestDirector is automatically deemed to have resigned.**6. ****Vacancies — Temporary appointments —    Ratifications**     In the event of a vacancy of one or several seats as a result ofdeath or resignation, the Board of Directors may, between twoGeneral Shareholders’ Meetings, make temporary appointments.     If there are fewer than three members of the Board of Directors,the Board of Directors must immediately convene an OrdinaryGeneral Shareholders’ Meeting to appoint new members tofill the Board of Directors.
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     The temporary appointments made by the Board of Directors aresubject to ratification by the following Ordinary GeneralShareholders’ Meeting. The member appointed to replaceanother member is appointed for the remainder of hispredecessor’s term.**ARTICLE 15 — CHAIRMAN OF THE BOARD OFDIRECTORS****1. Appointment**     The Board of Directors shall elect a Chairman from among itsmembers who are physical persons. He exercises his functions forthe duration of his term of office as member of the Board ofDirectors.     The Board of Directors may elect one or several Vice Chairman ofwhom it will determine the term of office which may not exceedthe term of office as Director.**2. ****Age limit**     No one may be elected Chairman of the Board of Directors if heis over the age of sixty-five (65). The Chairman of the Board ofDirectors shall be deemed to have resigned at the end of theOrdinary General Shareholders’ Meeting having approved theaccounts for the fiscal year in which he reached this age.**3. ****Powers**     The Chairman of the Board of Directors shall organize and directthe work of the Board and shall report on such work to theAnnual Meeting. He shall see to it that the structures of theCompany operate properly, and, in particular, he shall see to itthat the Directors are able to perform their responsibilities.     The Chairman of the Board of Directors discusses the conditionsunder which the Board of Directors prepares and organizes itswork as well as internal audit procedures implemented by theCompany in a report annexed to the annual report, which ispresented at the Ordinary General Shareholders’ Meetingconvened to approve the accounts of the previous fiscal year.**ARTICLE 16 — MEETINGS OF THE BOARD OFDIRECTORS****1. Notice of meetings**     The meeting of the Board of Directors are convened by any meansincluding verbally.**2. ****Meetings**     At least half the members of the Board of Directors must bepresent in person for the meetings to be valid. The members ofthe Board of Directors participating by visio-conference incompliance with the conditions set by applicable law, will becounted as present for the purposes of computing the quorum andthe majority.     Decisions are adopted by a majority of the members present inperson or represented. The Chairman shall have the casting votein the event of a tie.     The Board of Directors’ deliberations are recorded inminutes established in accordance with applicable laws andregulations. Copies and excerpts of the minutes of meeting ofthe Board of Directors are delivered and certified in accordancewith law.     The Board may appoint a Secretary who is neither one of itsmembers nor a shareholder.**ARTICLE 17 — PREROGATIVES OF THE BOARD OFDIRECTORS****1. Powers**     The Board of Directors shall set the guidelines for the businessof the Company and shall see to it that they are implemented.Subject to the powers expressly assigned to Shareholders’Meetings, and within the scope of the corporate purpose, itshall take up any and all issues affecting the proper operationof the Company and shall decide in its meetings any businessconcerning the Company.
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**2. ****Limits**     In relationships with third parties, the Company shall be boundeven by actions of the Board of Directors which are not relatedto the corporate purpose, unless it can prove that the thirdparty knew that the action exceeded such purpose or that itcould not be unaware of it given the circumstances; publicationof the articles of association shall not in and of itselfconstitute proof.**3. ****Control**     The Board of Directors shall undertake any and all audits andcontrols it may deem appropriate. The Chairman or theCompany’s Chief Executive Officer is responsible forcommunicating to each director all necessary documentation andinformation so that they may accomplish their duties.**ARTICLE 18 — MANAGEMENT OF THE COMPANY**     The Management of the Company shall be assumed under hisresponsibility either by the Chairman of the Board of Directorsor by other individual person appointed by the Board ofDirectors with the title of Chief Executive Officer*(Directeur Général)*.     Under the condition that the matter appears on the agenda of themeeting, the Board of Directors makes a choice between the twooptions of management referred to above. The type of managementthat has been selected shall remain in force until furtherdecision to the contrary.     Shareholders and third parties shall be informed of the choicemade by the Board of Directors in accordance with applicablelaws.**ARTICLE 19 —****CHIEF EXECUTIVE OFFICER (Directeur Général) AND    EXECUTIVE VICE PRESIDENTS *(Directeurs Généraux    Délégués)*****1. Chief Executive Officer**     The Chief Executive Officer shall be vested with the broadestpowers to act in all circumstances on behalf of the Company. Heshall exercise such powers within the scope of the corporatepurpose, subject to any powers granted expressly by law to theShareholders’ Meetings and the Board of Directors.     He shall represent the Company in its relationships with thirdparties. The Company shall be bound even by the actions of theChief Executive Officer which are not related to the corporatepurpose, unless it can prove that the third party knew that theaction exceeded such purpose or that it could not be unaware ofit given the circumstances; publication of the articles ofassociation shall not in and of itself constitute proof.     The provisions of the articles of association or the decisionsby the Board of Directors limiting the powers of the ChiefExecutive Officer shall not be binding on third parties. TheChairman of the Board of Directors reports, in accordance withArticle 15 of these articles of association, on thepotential limitations placed upon the Chief ExecutiveOfficer’s powers by the Board.     If the Chairman of the Board of Directors takes over theManagement of the Company, the provisions of this Article andthe laws pertaining to the Chief Executive Officer shall applyto the Chairman.     No one may be appointed Chief Executive Officer if he is overthe age of sixty-five (65). The Chief Executive Officershall be deemed to have resigned at the end of the OrdinaryGeneral Shareholders’ Meetings having approved the accountsfor the fiscal year in which he reaches this age.     The Chief Executive Officer may be removed at any time by theBoard of Directors. If the decision to remove him is madewithout just grounds, it can result in payment of damages,unless the Chief Executive Officer assumes the position ofChairman of the Board of Directors.
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**2. ****Executive Vice Presidents**     On the recommendation of the Chief Executive Officer, the Boardof Directors may appoint one or more individuals to assist theChief Executive Officer, with the title of Executive VicePresident.     The maximum number of Executive Vice Presidents that may beappointed shall be five.     No one may be appointed Executive Vice President if he is overthe age of sixty-five (65). The Executive Vice Presidentshall be deemed to have resigned at the end of the OrdinaryGeneral Shareholders’ Meeting having approved the accountsfor the fiscal year in which he reaches this age.     On the recommendation of the Chief Executive Officer, theExecutive Vice Presidents may be removed at any time by theBoard of Directors. If the decision to remove them is madewithout just grounds, it may result in payment of damages.     If the Chief Executive Officer ceases to perform, or isprevented from performing his duties, the Executive VicePresidents shall retain their positions and authorities untilthe new Chief Executive Officer is appointed, unless the Boarddecides otherwise.     In agreement with the Chief Executive Officer, the Board ofDirectors shall determine the extent and the duration of thepowers granted to the Executive Vice Presidents.     With respect to third parties, the Executive Vice Presidentsshall have the same powers as the Chief Executive Officer.**ARTICLE 20 — COMMITTEES — INTERNALRULE**     The Board of Directors may decide to establish committees inorder to study specific matters on the request of the Boarditself or of its Chairman.     It decides of the composition and duties of the committees,which operate under its responsibility.     The Board of Directors will be entitled in particular toestablish a strategic committee, an appointment and compensationcommittee and an audit committee.     The Board of Directors may approve an internal rule.**ARTICLE 21 —****AGREEMENTS BETWEEN THE COMPANY AND ITS DIRECTORS AND    OFFICERS**     Any agreement between the Company and the Chief ExecutiveOfficer, one of his Executive Vice Presidents, a member of theBoard of Directors, whether directly or indirectly through athird party, one of its shareholders holding 10% or more of thevoting rights, or the company in control of a shareholder whichis a company holding 10% or more of the voting rights, mustreceive prior authorization by the Board of Directors.     The same applies to agreements in which those persons mentionedin the preceding paragraph have an indirect interest.     Agreements between the Company and another company, of which theChief Executive Officer, one of his Executive Vice Presidents,one of the members of the Board of Directors of the Company isthe owner, general partner, manager, director, member of theBoard of Directors, or in a general sense is an officer, arealso subject to prior authorization.     The preceding provisions do not apply to agreements relating toongoing transactions and those entered into under normalconditions. These agreements, however, must be brought by theinterested party to the attention of the Chairman of the Boardof Directors, unless their purpose or financial implication isinsignificant to both parties. The Chairman of the Board ofDirectors will provide a list and purpose thereof to the membersof the Board of Directors and to the statutory auditors.
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**ARTICLE 22 —****COMPENSATION OF THE DIRECTORS, THE CHAIRMAN OF THE BOARD, THE    CHIEF EXECUTIVE OFFICER AND EXECUTIVE VICE PRESIDENTS****1. Compensation**     The Board of Directors shall determine the compensation of theChairman, the Chief Executive Officer, and the Executive VicePresidents.     Without being bound by its previous decisions, the OrdinaryGeneral Shareholders’ Meeting may allocate to the membersof the Board of Directors, as compensation for their activities,attendance fees *(jetons de présence)*, for a fixedannual amount.     The Board of Directors shall distribute the overall amountsallocated to it freely between its members.     The Board of Directors may distribute exceptional compensationfor special assignments or mandates entrusted to members of theBoard of Directors. This exceptional compensation is subject tothe provisions of Article 21 above.**2. ****Reimbursement**     The Board of Directors may authorize the reimbursement of travelcosts and expenses incurred by its members in the interests ofthe Company.
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**PART IV** **GENERAL MEETINGS** **ARTICLE 23 — GENERAL RULES****1. Powers**     Whether Ordinary, Extraordinary of Mixed, the General Meetingsof Shareholders shall deliberate pursuant to the terms andconditions of quorum and majority and shall exercise theirpowers respectively assigned to them by the applicableprovisions of law.**2. ****Notice and venue of meetings**     General Shareholders’ Meetings shall be convened inaccordance with the conditions set out by applicable laws andregulations.     General Shareholders’ Meetings shall meet at the registeredoffice or at any other place specified in the notice conveningthe meeting.     General Shareholders’ Meetings shall be chaired by theChairman of the Board of Directors or, in his absence, by aDirector so appointed by the Board of Directors, or failingthis, the General Meeting shall appoint a Chairman.     The Chairman shall be assisted by two scrutineers being the twopresent and accepting shareholders representing, by themselvesor by proxy, the highest number of votes.     The Chairman and the two scrutineers may appoint a Secretary whocould be selected out of the members of the General Meeting.**3. ****Attendance**     All Shareholders have the right, upon evidence of identity, toparticipate in General Shareholders’ Meetings by attendingin person, by returning a mail voting form or by appointing aproxy, provided as of the day before the meeting, that: •    in the case of holders of registered shares *(actions    nominatives)*, the registration has been entered in the    Company’s registers,  •    in the case of holders of bearer shares *(actions au    porteur)*, a certificate issued by an authorized intermediary    recording the fact that their shares registered in the account    are tied up until the date of the General Shareholders’    Meeting, has been filed at the place indicated in the notice    convening the meeting.     Any legal entity shareholder may participate in the GeneralShareholders’ Meetings through its legal representatives orby any other person appointed by it for this purpose.     The shareholders may, subject to the conditions set forth underthe applicable laws and regulations, send their proxy and mailvoting forms for any General Shareholders’ Meeting eitheron paper or by teletransmission.     The Board of Directors may decide that the Shareholders mayparticipate in and vote at any General Meeting byvideo-conferencing means in the conditions set forth by law. Insuch a case any shareholder participating by any the referredmeans shall be deemed to be present for the purposes of quorumand majority.
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**PART V** **STATUTORY AUDITORS** **ARTICLE 24 — STATUTORY AUDITORS**     At least two statutory auditors and at least two alternatestatutory auditors shall be recommended for appointment by theGeneral Shareholders’ Meeting by a draft resolution fromthe Board of Directors or the Shareholders, according to theapplicable legal provisions. They are appointed for six fiscalyears. Then term of office shall expire upon the approval of theaccounts for the sixth fiscal year.
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**PART VI** **INVENTORIES — PROFITS — RESERVE FUNDS** **DISTRIBUTION OF PROFITS** **ARTICLE 25 — FISCAL YEAR**     The fiscal year shall start on January 1 and end onDecember 31 of each year.**ARTICLE 26 — ANNUAL ACCOUNTS**     The Board of Directors shall keep regular accounts of thecorporate operations and shall prepare annual accounts inconformity with law and commercial practice. A GeneralShareholders’ Meeting convened to approve the accounts forthe prior fiscal year, must be held each year within six monthsof the close of the fiscal year or, in the event of anextension, within a timeframe determined by a court.**ARTICLE 27 — DISTRIBUTION OF PROFITS**     From the distributable profit, as defined by law, the GeneralShareholders’ Meeting may withhold any sums it thinks fitto allocate to any optional reserve fund, or to carry it forward.     The balance, if any, shall be divided between all theshareholders in proportion to the number of shares that they own.     In addition, the General Shareholders’ Meeting may decideto distribute sums withheld from the reserve funds at itsdisposal, by indicating expressly the particular reserve fundsfrom which the deductions should be made. However, the dividendsmust be withheld first from the distributable profit for thefiscal year.**ARTICLE 28 — PAYMENT OF DIVIDENDS**     The terms of payment of the dividends voted for by the GeneralShareholders’ Meeting are set by the GeneralShareholders’ Meeting or, failing which, by the Board ofDirectors. However, payment of dividends in cash must take placewithin a maximum of nine months after the close of the fiscalyear, unless the period is extended by court authorization.     The General Shareholders’ Meeting has the right to granteach shareholder the option, with respect to all or part of thedividend or interim dividends distributed, to choose between thepayment of dividends or interim dividends in cash or in shares.     Subject to the limits and conditions set forth by law, the Boardof Directors may decide to distribute interim dividends*(acomptes sur dividendes)*. In such a case the Board ofDirectors will be entitled to set the terms of payment of thedividends as referred above.
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**PART VII** **DISSOLUTION — LIQUIDATION** **ARTICLE 29 — DISSOLUTION —LIQUIDATION**     Other than judicial dissolution as provided for by law, andwithout a valid extension of its duration, the Company shall bewound up automatically at the end of its duration as providedfor in these articles of association or following a resolutionof the Extraordinary General Shareholders’ Meeting.     One or several trustees *(liquidateurs)* shall then beappointed by the Extraordinary General Shareholders’Meeting within the quorum and majority requirements for anOrdinary General Shareholders’ Meeting.     The trustee represents the Company. All the assets areliquidated and liabilities paid by the trustee who has thebroadest powers. Any remaining balance is then distributed bythe trustee.     The General Shareholders’ Meeting may authorize the trusteeto continue the ongoing activities or to begin new ones asneeded by the liquidation.     The net assets remaining after the reimbursement of the nominalvalue of the shares are divided equally among the shares.     In the event all the shares are held by one shareholder, thedecision to dissolve, whether voluntarily or judicially, shallresult in, under the conditions provided for by law, thetransfer of all the assets to the sole shareholder without theneed for liquidation.
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**PART VIII** **DISPUTES** **ARTICLE 30 — DISPUTES**     Any disputes between the shareholders and the management bodiesof the Company or between the shareholders themselves, relatingto the application of these articles of association arisingduring the duration of the Company or in the course of itsliquidation, shall be subject to the jurisdiction of thecompetent courts.     Accordingly, in the event of any dispute, every shareholder mustelect an address for service at a place within the jurisdictionof the relevant court, and any writs and notifications shall beduly served at the said address.     If no address for service is elected, writs and notificationsshall be validly served at the Office of the Public Prosecutorof the competent *Tribunal de Grande Instance*.
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