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Exhibit 1.1 Our Articles of Association are in the French language. The foregoing is a free
translation into English for convenience purposes only. TECHNIP   6-8 Allée de lArche
Faubourg de lArche  ZAC
Danton
92400 COURBEVOIE   TRADE REGISTER Nr:
R.C.S. NANTERRE B 589 803
261   ARTICLES OF
ASSOCIATION April 29, 2004




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TABLE OF CONTENTS Article:            Title:
    
    Page:PART I CORPORATE FORM  CORPORATE NAME  CORPORATE PURPOSE  REGISTERED
OFFICE  DURATION
    
    
    1ARTICLE 1  CORPORATE FORM
    
    
    1ARTICLE 2  CORPORATE NAME
    
    
    1ARTICLE 3  CORPORATE PURPOSE
    
    
    1ARTICLE 4  REGISTERED OFFICE
    
    
    2ARTICLE 5  DURATION
    
    
    2PART II SHARE CAPITAL  SHARES
    
    
    3ARTICLE 6  SHARE CAPITAL
    
    
    3ARTICLE 7  PAYMENT FOR THE SHARES
    
    
    3ARTICLE 8  INTEREST ON LATE PAYMENTS
    
    
    3ARTICLE 9  FORM AND TRANSFER OF SHARES
    
    
    3ARTICLE 10  INDIVISIBILITY OF THE SHARES
    
    
    3ARTICLE 11  RIGHTS AND DUTIES ATTACHED TO THE SHARES
    
    
    3ARTICLE 12  DOUBLE VOTING RIGHTS
    
    
    4ARTICLE 13  IDENTIFICATION OF SHAREHOLDERS  CROSSING OF THRESHOLDS
    
    
    4PART III ADMINISTRATION OF THE COMPANY
    
    
    5ARTICLE 14  COMPOSITION OF THE BOARD OF DIRECTORS
    
    
    5ARTICLE 15  CHAIRMAN OF THE BOARD OF DIRECTORS
    
    
    6ARTICLE 16  MEETINGS OF THE BOARD OF DIRECTORS
    
    
    6ARTICLE 17  PREROGATIVES OF THE BOARD OF DIRECTORS
    
    
    6ARTICLE 18  MANAGEMENT OF THE COMPANY
    
    
    7ARTICLE 19
 CHIEF EXECUTIVE OFFICER (Directeur Général) AND EXECUTIVE VICE
PRESIDENTS (Directeurs Généraux Délégués)
    
    
    7ARTICLE 20  COMMITTEES  INTERNAL RULE
    
    
    8ARTICLE 21  AGREEMENTS BETWEEN THE COMPANY AND ITS DIRECTORS AND OFFICERS
    
    
    8ARTICLE 22  COMPENSATION OF THE DIRECTORS, THE CHAIRMAN OF THE BOARD, THE
CHIEF EXECUTIVE OFFICER AND EXECUTIVE VICE PRESIDENTS
    
    
    9PART IV GENERAL MEETINGS
    
    
    10ARTICLE 23  GENERAL RULES
    
    
    10PART V STATUTORY AUDITORS
    
    
    11ARTICLE 24  STATUTORY AUDITORS
    
    
    11PART VI INVENTORIES  PROFITS  RESERVE FUNDS  DISTRIBUTION OF PROFITS
    
    
    12ARTICLE 25  FISCAL YEAR
    
    
    12ARTICLE 26  ANNUAL ACCOUNTS
    
    
    12ARTICLE 27  DISTRIBUTION OF PROFITS
    
    
    12ARTICLE 28  PAYMENT OF DIVIDENDS
    
    
    12PART VII DISSOLUTION  LIQUIDATION
    
    
    13ARTICLE 29  DISSOLUTION  LIQUIDATION
    
    
    13PART VIII DISPUTES
    
    
    14ARTICLE 30
 DISPUTES
    
    
    14
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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 limited company (société
anonyme), governed by the provisions of Book II of the Commercial Code, the
Decree of March 23, 1967 n° 67-236, the legislation in force governing public
limited companies and by these articles of association. ARTICLE 2  CORPORATE NAME The Company has the corporate name: TECHNIP. On all agreements and documents prepared by the Company and intended for third
parties, the corporate name must always be preceded or followed by the words
société anonyme or S.A., together with a statement as to the amount of the
share capital, the Companys registration number at the Register of Commerce as
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 of complex industrial
plants, in particular for hydrocarbons, as well as all fields of industry,
notably chemicals and life sciences. The conception, manufacturing, purchase, sale, construction, assembly and
installation of materials, products, equipment and systems intended for said
installations, in particular fixed or floating platforms and pipelines for the
development of oil fields at sea. The provision of all services related to these products, equipment and
installations. The development and implementation of all processes and products for practical
use in industry of the results of research carried out by the Company or by any
other individual or entity. The registration, acquisition, obtaining, direct or indirect use, sale or
purchase of all brands, processes, patents, and licenses for the use of
patents. The direct or indirect participation by the Company in all operations of said
type, either by way of formation of companies, contributions to existing
companies, mergers with them, transfer to companies of all or part of its
assets or rights in real and personal property, subscriptions, purchases and
sales of securities and corporate interests, partnerships, advances, loans or
otherwise. The investment by all means and in any form, in companies or industrial,
commercial, financial and real property enterprises, whether French or foreign,
regardless of legal form or organization and, where necessary, the disposal of
these investments. 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 listed above and to any similar or related purposes, both on
its own behalf or on behalf of third parties, and more generally all
transactions facilitating or related to the realization of these purposes. 1




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ARTICLE 4  REGISTERED OFFICE The Companys registered office is at: 6-8 Allée de lArche
Faubourg de lArche  ZAC Danton
92400 COURBEVOIE. It may be transferred to any other place within the Hauts-de-Seine département
or to any place in any départementbordering the Hauts-de-Seine by decision of
the Board of Directors, provided the said decision is ratified by the following
Ordinary General Shareholders Meeting. It may be transferred to any place elsewhere by decision of a Extraordinary
General Shareholders Meeting. ARTICLE 5  DURATION The duration of the Company is fixed at ninety-nine years from April 21, 1958.
It shall hence expire on April 20, 2057, unless it is wound up prior thereto or
its duration is extended as provided for in these articles of association. At least one year before the Companys expiry date, the Management Board shall
convene the Extraordinary General Shareholders Meeting for the purpose of
deciding whether the Companys duration is to be extended. 2




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PART II SHARE CAPITAL  SHARES ARTICLE 6  SHARE CAPITAL The share capital is fixed at the sum of 73,413,838.55 euros and divided into
24,070,111 fully paid in shares, all of the same class. ARTICLE 7  PAYMENT FOR THE SHARES The price of shares to be subscribed for in cash is payable either at the
registered office, or at any other place specified for the said purpose. The Board of Directors may authorize prepayments and may accept payments by way
of set off against amounts due and payable by the Company. ARTICLE 8  INTEREST ON LATE PAYMENTS Any payment that is delayed shall automatically bear interest for the benefit
of the Company at the rate of 3% above the three-month EURIBOR rate (or any
other index replacing it), at a minimum of 7%, effective from the date the
payment became due, calculated on a daily basis, and without the need for any
formalities. The Company nonetheless reserves its right to initiate proceedings
against the defaulting shareholder and its right to injunctive relief as
provided for by law. ARTICLE 9  FORM AND TRANSFER OF SHARES The shares are in registered or bearer form, at the shareholders choice. They
shall give rise to registration in the ledgers in accordance with the terms and
conditions provided by law. They shall be freely negotiable subject to applicable laws and regulations.
They shall be transferable from one account to another. 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 General Shareholders Meetings
by either one of the owners or by a joint appointee. In the event of a dispute,
an appointee will be appointed by the court at the request of the most diligent
joint owner. The voting rights attached to jointly owned share(s) belong to the beneficial
owner (usufruitier) at Ordinary General Shareholders Meetings, but to the bare
owner (nu-propriétaire) at Extraordinary General Shareholders Meetings. ARTICLE 11  RIGHTS AND DUTIES ATTACHED TO THE SHARES Each share shall give a right to the corporate assets, to the distribution of
the profits and to any liquidation surplus (boni de liquidation), in proportion
to the number of shares issued. The shareholders shall be liable only up to the amount of their capital
contributions. Share ownership automatically implies adherence to the Companys articles of
association and to the decisions of the General Shareholders Meetings. 3




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The rights and duties attached to each share shall pass with the title of the
share, to whomever becomes the owner thereof. Whenever it is necessary to own a certain number of shares in order to exercise
a right of any kind, in particular in the event of an exchange, consolidation
or allotment of shares, or following an increase in or reduction of share
capital, whatever the terms and conditions thereto may be, a merger or any
other transaction, shareholders holding a number of shares fewer than required
may exercise their rights only on condition that they make their own personal
arrangements with regard to consolidation and, where applicable, to the
purchase or sale of the number of shares or rights forming the necessary
fractional share. ARTICLE 12  DOUBLE VOTING RIGHTS Since November 24, 1995, double voting rights, taking into account the fraction
of the share capital that they represent, have been attributed to all fully
paid-up shares which can be proved to have been registered in the name of the
same shareholder for at least two years. In the event of an increase of share capital by capitalization of reserves,
profits or issue premiums, double voting rights shall also be granted as from
the time of their issue to registered shares granted free of charge to a
shareholder in respect of existing shares, entitling such shareholder to the
benefit of the said right. Registered shares benefiting from double voting rights that are converted into
bearer form for any reason whatsoever shall lose such double
voting rights. ARTICLE 13  IDENTIFICATION OF SHAREHOLDERS  CROSSING OF THRESHOLDS In accordance with applicable laws and regulations, the Company may at any time
ask the body responsible for clearing securities for information enabling it to
identify the holders of shares carrying immediate or future voting rights at
General Shareholders Meetings, as well as the number of shares held by each of
them and, where applicable, any restrictions that may affect such shares. Any shareholder acting alone or in a group (de concert), in addition to the
thresholds referred to in Article L.233-7 of the Commercial Code, who comes to
hold or ceases to hold, directly or indirectly, 1% of the Companys share
capital or voting rights, or a multiple of said percentage less than or equal
to 33%, shall notify the Company within five trading days of having crossed any
one of these thresholds, by registered letter with return receipt requested, of
the aggregate number of shares, voting rights or securities giving right to the
Companys share capital, which it holds, directly or indirectly, alone or in a
group (de concert). Any failure to comply with the notification of the crossing of a statutory
threshold shall give rise to forfeiture of those voting rights exceeding the
fraction that was required to have been declared pursuant to the provisions
detailed above, for all General Shareholders Meetings that may be held during
a period of two years following the curing of notice, at the request of one or
more shareholders, together holding at least 1% of the Companys share capital
or voting rights, such request being recorded in the minutes of the General
Shareholders Meetings. 4




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PART III ADMINISTRATION OF THE COMPANY ARTICLE 14  COMPOSITION OF THE BOARD OF DIRECTORS 1. Number of Directors The Company shall be administered by a Board of Directors consisting of three
to eighteen members, subject to applicable laws. 2. Shareholding of Directors Each Director must, for the duration of his term, hold at least one hundred
shares of the Company, which must be held in the registered form. If, upon his appointment, a director does not hold or, during the term of his
office ceases to hold, the requisite number of shares, he will be deemed to
have resigned unless he rectifies the situation within three months. 3. Legal Entities as Directors The Directors can be either individual or legal entities. In the latter case,
the legal entity is bound to appoint a permanent representative at the time of
its appointment, which said representative shall be subject to the same
conditions and obligations and shall incur the same civil and criminal
liabilities as if he were a director in his own name, without prejudice to the
liability of the moral entity that he represents. The permanent representative is appointed for the duration of the term of
office of the appointing legal entity. His appointment should be confirmed upon
each renewal of the term of office as director of the legal entity. If the legal entity retracts its permanent representatives appointment, it
must notify the Company by registered mail together with the name of its new
permanent representative. The same applies in the event of death or resignation
of the permanent representative. 4. Term of Office The members of the Board of Directors are appointed for four (4) years and
their term shall expire after the Ordinary General Shareholders Meeting which
approves the accounts for the prior fiscal year and which shall be held in the
year in which the term expires. Each member of the Board of Directors may be reappointed. 5. Age Limit The number of individual Directors over 70 years old may not exceed one third
of the number of Directors in office at the end of the fiscal year. If such
number is exceeded, the oldest Director 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 of death or
resignation, the Board of Directors may, between two General 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 Ordinary General Shareholders Meeting to
appoint new members to fill the Board of Directors. The temporary appointments made by the Board of Directors are subject to
ratification by the following Ordinary General Shareholders Meeting. The
member appointed to replace another member is appointed for the remainder of
his predecessors term. 5




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ARTICLE 15  CHAIRMAN OF THE BOARD OF DIRECTORS 1. Appointment The Board of Directors shall elect a Chairman from among its members who are
physical persons. He exercises his functions for the duration of his term of
office as member of the Board of Directors. The Board of Directors may elect one or several Vice Chairman of whom it will
determine the term of office which may not exceed the term of office as
Director. 2. Age limit No one may be elected Chairman of the Board of Directors if he is over the age
of sixty-five (65). The Chairman of the Board of Directors shall be deemed to
have resigned at the end of the Ordinary General Shareholders Meeting having
approved the accounts for the fiscal year in which he reached this age. 3. Powers The Chairman of the Board of Directors shall organize and direct the work of
the Board and shall report on such work to the Annual Meeting. He shall see to
it that the structures of the Company operate properly, and, in particular, he
shall see to it that the Directors are able to perform their responsibilities. The Chairman of the Board of Directors discusses the conditions under which the
Board of Directors prepares and organizes its work, as well as internal audit
procedures implemented by the Company, in a report annexed to the annual
report, which is presented at the Ordinary General Shareholders Meeting
convened to approve the accounts of the previous fiscal year. ARTICLE 16  MEETINGS OF THE BOARD OF DIRECTORS 1. Notice of meetings The meetings of the Board of Directors are convened by any means, including
verbally. 2. Meetings At least half the members of the Board of Directors must be present in person
for the meetings to be valid. The members of the Board of Directors
participating by video-conference in compliance with the conditions set by
applicable law will be counted as present for the purposes of computing the
quorum and the majority. Decisions are adopted by a majority of the members present in person or
represented. The Chairman shall have the casting vote in the event of a tie. The Board of Directors deliberations are recorded in minutes established in
accordance with applicable laws and regulations. Copies and excerpts of the
minutes of meeting of the Board of Directors are delivered and certified in
accordance with law. The Board may appoint a Secretary who is neither one of its members nor a
shareholder. ARTICLE 17  PREROGATIVES OF THE BOARD OF DIRECTORS 1. Powers The Board of Directors shall set the guidelines for the business of 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, it shall take up any and all issues affecting the proper operation of
the Company and shall decide in its meetings any business concerning the
Company. 6




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In relationships with third parties, the Company shall be bound even by actions
of the Board of Directors which are not related to the corporate purpose,
unless it can prove that the third party knew that the action exceeded such
purpose or that it could not be unaware of it given the circumstances;
publication of the articles of association shall not in and of itself
constitute proof. 3. Control The Board of Directors shall undertake any and all audits and controls it may
deem appropriate. The Chairman or the Companys Chief Executive Officer is
responsible for communicating to each director all necessary documentation and
information so that they may accomplish their duties. ARTICLE 18  MANAGEMENT OF THE COMPANY The Management of the Company shall be assumed under his responsibility either
by the Chairman of the Board of Directors or by other individual person
appointed by the Board of Directors with the title of Chief Executive Officer
(Directeur Général). Under the condition that the matter appears on the agenda of the meeting, the
Board of Directors makes a choice between the two options of management
referred to above. The type of management that has been selected shall remain
in force until further decision to the contrary. Shareholders and third parties shall be informed of the choice made by the
Board of Directors in accordance with applicable laws. 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 broadest powers to act in
all circumstances on behalf of the Company. He shall exercise such powers
within the scope of the corporate purpose, subject to any powers granted
expressly by law to the Shareholders Meetings and the Board of Directors. He shall represent the Company in its relationships with third parties. The
Company shall be bound even by the actions of the Chief Executive Officer which
are not related to the corporate purpose, unless it can prove that the third
party knew that the action exceeded such purpose or that it could not be
unaware of it given the circumstances; publication of the articles of
association shall not in and of itself constitute proof. The provisions of the articles of association or the decisions by the Board of
Directors limiting the powers of the Chief Executive Officer shall not be
binding on third parties. The Chairman of the Board of Directors reports, in
accordance with Article 15 of these articles of association, on the potential
limitations placed upon the Chief Executive Officers powers by the Board. If the Chairman of the Board of Directors takes over the Management of the
Company, the provisions of this Article and the laws pertaining to the Chief
Executive Officer shall apply to the Chairman. No one may be appointed Chief Executive Officer if he is over the age of
sixty-five (65). The Chief Executive Officer shall be deemed to have resigned
at the end of the Ordinary General Shareholders Meetings having approved the
accounts for the fiscal year in which he reaches this age. The Chief Executive Officer may be removed at any time by the Board of
Directors. If the decision to remove him is made without just grounds, it can
result in payment of damages, unless the Chief Executive Officer assumes the
position of Chairman of the Board of Directors. 7




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2. Executive Vice Presidents On the recommendation of the Chief Executive Officer, the Board of Directors
may appoint one or more individuals to assist the Chief Executive Officer, with
the title of Executive Vice President. The maximum number of Executive Vice Presidents that may be appointed shall be
five. No one may be appointed Executive Vice President if he is over the age of
sixty-five (65). The Executive Vice President shall be deemed to have resigned
at the end of the Ordinary General Shareholders Meeting having approved the
accounts for the fiscal year in which he reaches this age. On the recommendation of the Chief Executive Officer, the Executive Vice
Presidents may be removed at any time by the Board of Directors. If the
decision to remove them is made without just grounds, it may result in payment
of damages. If the Chief Executive Officer ceases to perform, or is prevented from
performing, his duties, the Executive Vice Presidents shall retain their
positions and authorities until the new Chief Executive Officer is appointed,
unless the Board decides otherwise. In agreement with the Chief Executive Officer, the Bord of Directors shall
determine the extent and the duration of the powers granted to the Executive
Vice Presidents. With respect to third parties, the Executive Vice Presidents shall have the
same powers as the Chief Executive Officer. ARTICLE 20  COMMITTEES  INTERNAL RULE The Board of Directors may decide to establish committees in order to study
specific matters on the request of the Board itself 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 to establish a strategic
committee, an appointment and compensation committee 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 Executive Officer, one of his
Executive Vice Presidents, a member of the Board of Directors, whether directly
or indirectly through a third party, one of its shareholders holding 10% or
more of the voting rights, or the company in control of a shareholder which is
a company holding 10% or more of the voting rights, must receive prior
authorization by the Board of Directors. The same applies to agreements in which those persons mentioned in the
preceding paragraph have an indirect interest. Agreements between the Company and another company, of which the Chief
Executive Officer, one of his Executive Vice Presidents, one of the members of
the Board of Directors of the Company is the owner, general partner, manager,
director, member of the Board of Directors, or in a general sense is an
officer, are also subject to prior authorization. The preceding provisions do not apply to agreements relating to ongoing
transactions and those entered into under normal conditions. These agreements,
however, must be brought by the interested party to the attention of the
Chairman of the Board of Directors, unless their purpose or financial
implication is insignificant to both parties. The 8




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Chairman of the Board of Directors will provide a list and purpose thereof to
the members of the Board of Directors and to the statutory auditors. 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 the Chairman, the
Chief Executive Officer, and the Executive Vice Presidents. Without being bound by its previous decisions, the Ordinary General
Shareholders Meeting may allocate to the members of the Board of Directors, as
compensation for their activities, attendance fees (jetons de présence) for a
fixed annual amount. The Board of Directors shall distribute the overall amounts allocated to it
freely between its members. The Board of Directors may distribute exceptional compensation for special
assignments or mandates entrusted to members of the Board of Directors. This
exceptional compensation is subject to the provisions of Article 21 above. 2. Reimbursement The Board of Directors may authorize the reimbursement of travel costs and
expenses incurred by its members in the interests of the Company. 9




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PART IV GENERAL MEETINGS ARTICLE 23  GENERAL RULES 1. Powers Whether Ordinary, Extraordinary or Mixed, the General Shareholders Meetings
shall deliberate pursuant to the terms and conditions of quorum and majority
and shall exercise their powers respectively assigned to them by the applicable
provisions of law. 2. Notice and venue of meetings General Shareholders Meetings shall be convened in accordance with the
conditions set out by applicable laws and regulations. General Shareholders Meetings shall meet at the registered office or at any
other place specified in the notice convening the meeting. General Shareholders Meetings shall be chaired by the Chairman of the Board of
Directors or, in his absence, by a Director so appointed by the Board of
Directors, or failing this, the General Meeting shall appoint a Chairman. The Chairman shall be assisted by two scrutineers being the two present and
accepting shareholders representing, by themselves or by proxy, the highest
number of votes. The Chairman and the two scrutineers may appoint a Secretary who could be
selected out of the members of the General Shareholders Meeting. 3. Attendance All Shareholders have the right, upon evidence of identity, to participate in
General Shareholders Meetings by attending in person, by returning a mail
voting form or by appointing a proxy, provided that, as of the day before the
meeting:  
    
    in the case of holders of registered shares (actions
nominatives), the registration has been entered in the Companys
registers, and
    
    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 General Shareholders
Meetings through its legal representatives or by any other person appointed by
it for this purpose. The Shareholders may, subject to the conditions set forth under the applicable
laws and regulations, send their proxy and mail voting forms for any General
Shareholders Meeting either on paper or by teletransmission. The Board of Directors may decide that the Shareholders may participate in and
vote at any General Meeting by video-conferencing under the conditions set
forth by law. In such a case any Shareholder participating by any of the
referenced means shall be deemed to be present for the purposes of quorum and
majority. 10




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PART V STATUTORY AUDITORS ARTICLE 24  STATUTORY AUDITORS At least two statutory auditors and at least two alternate statutory auditors
shall be recommended for appointment by the General Shareholders Meeting by a
draft resolution from the Board of Directors or the Shareholders, according to
the applicable legal provisions. They are appointed for six fiscal years. Their
term of office shall expire upon the approval of the accounts for the sixth
fiscal year. 11




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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 on December 31 of each year. ARTICLE 26  ANNUAL ACCOUNTS The Board of Directors shall keep regular accounts of the corporate operations
and shall prepare annual accounts in conformity with law and commercial
practice. A General Shareholders Meeting convened to approve the accounts for
the prior fiscal year must be held each year within six months of the close of
the fiscal year or, in the event of an extension, within a time frame
determined by a court. ARTICLE 27  DISTRIBUTION OF PROFITS From the distributable profit, as defined by law, the General Shareholders
Meeting may withhold any sums it thinks fit to allocate to any optional reserve
fund, or to carry it forward. The balance, if any, shall be divided between all the shareholders in
proportion to the number of shares that they own. In addition, the General Shareholders Meeting may decide to distribute sums
withheld from the reserve funds at its disposal, by indicating expressly the
particular reserve funds from which the deductions should be made. However, the
dividends must be withheld first from the distributable profit for the fiscal
year. ARTICLE 28  PAYMENT OF DIVIDENDS The terms of payment of the dividends voted for by the General Shareholders
Meeting are set by the General Shareholders Meeting or, failing that, by the
Board of Directors. However, payment of dividends in cash must take place
within a maximum of nine months after the close of the fiscal year, unless the
period is extended by court authorization. The General Shareholders Meeting has the right to grant each shareholder the
option, with respect to all or part of the dividend or interim dividends
distributed, to choose between the payment of dividends or interim dividends in
cash or in shares. Subject to the limits and conditions set forth by law, the Board of Directors
may decide to distribute interim dividends (acomptes sur dividendes). In such a
case the Board of Directors will be entitled to set the terms of payment of the
dividends as referred above. 12




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PART VII DISSOLUTION  LIQUIDATION ARTICLE 29  DISSOLUTION  LIQUIDATION Other than judicial dissolution as provided for by law, and without a valid
extension of its duration, the Company shall be wound up automatically at the
end of its duration as provided for in these articles of association or
following a resolution of the Extraordinary General Shareholders Meeting. One or several liquidators (liquidateurs) shall then be appointed by the
Extraordinary General Shareholders Meeting within the quorum and majority
requirements for an Ordinary General Shareholders Meeting. The trustee represents the Company. All the assets are liquidated and
liabilities paid by the trustee who is vested with broadest powers. Any
remaining balance is then distributed by the trustee. The General Shareholders Meeting may authorize the trustee to continue the
ongoing activities or to begin new ones as needed by the liquidation. The net assets remaining after the reimbursement of the nominal value of the
shares are divided equally among the shares. In the event all the shares are held by one Shareholder, the decision to
dissolve, whether voluntarily or judicially, shall result in, under the
conditions provided for by law, the transfer of all the assets to the sole
shareholder without the need for liquidation. 13




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PART VIII DISPUTES ARTICLE 30  DISPUTES Any disputes between the shareholders and the management bodies of the Company
or among the shareholders themselves, relating to the application of these
articles of association arising during the duration of the Company or in the
course of its liquidation, shall be subject to the jurisdiction of the
competent courts. Accordingly, in the event of any dispute, every Shareholder must elect an
address for service at a place within the jurisdiction of the relevant court,
and any writs and notifications shall be duly served at the said address. If no address for service is elected, writs and notifications shall be validly
served at the Office of the Public Prosecutor of the competent Tribunal de
Grande Instance. 14