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Free translation from French
    Exhibit 1.1
 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   May 18, 2005




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TABLE OF CONTENTS Article :
    
    Title :
    
    Page :PART I
    
    CORPORATE FORM 
CORPORATE NAME  CORPORATE PURPOSE  REGISTERED OFFICE
 DURATIONARTICLE 1
    
    CORPORATE FORM
    
    
    2ARTICLE 2
    
    CORPORATE NAME
    
    
    2ARTICLE 3
    
    CORPORATE PURPOSE
    
    
    2ARTICLE 4
    
    REGISTERED OFFICE
    
    
    3ARTICLE 5
    
    DURATION
    
    
    3PART II
    
    SHARE CAPITAL  SHARESARTICLE 6
    
    SHARE CAPITAL
    
    
    4ARTICLE 7
    
    PAYMENT FOR THE SHARES
    
    
    4ARTICLE 8
    
    INTEREST ON LATE PAYMENTS
    
    
    4ARTICLE 9
    
    FORM AND TRANSFER OF SHARES
    
    
    4ARTICLE 10
    
    INDIVISIBILITY OF THE SHARES
    
    
    4ARTICLE 11
    
    RIGHTS AND DUTIES ATTACHED TO THE SHARES
    
    
    4PART III
    
    ADMINISTRATION OF THE COMPANYARTICLE 12
    
    DOUBLE VOTING RIGHTS
    
    
    5ARTICLE 13
    
    IDENTIFICATION OF SHAREHOLDERS; CROSSING OF THRESHOLD
    
    
    5ARTICLE 14
    
    COMPOSITION OF THE BOARD OF DIRECTORS
    
    
    6ARTICLE 15
    
    CHAIRMAN OF THE BOARD OF DIRECTORS
    
    
    7ARTICLE 16
    
    MEETINGS OF THE BOARD OF DIRECTORS
    
    
    7ARTICLE 17
    
    PREROGATIVES OF THE BOARD OF DIRECTORS
    
    
    8ARTICLE 18
    
    MANAGEMENT OF THE COMPANY
    
    
    9ARTICLE 19
    
    CHIEF EXECUTIVE OFFICER (Directeur Général)AND MANAGING DIRECTORS (Directeurs Généraux Délégués)
    
    
    10ARTICLE 20
    
    COMMITTEES  INTERNAL RULE
    
    
    10ARTICLE 21
    
    AGREEMENTS BETWEEN THE COMPANY AND ITS DIRECTORS AND OFFICERS
    
    
    10ARTICLE 22
    
    COMPENSATION OF THE DIRECTORS, THE CHAIRMAN OF THE BOARD, THE CHIEF EXECUTIVE OFFICER AND EXECUTIVE PRESIDENTS
    
    
    10PART IV
    
    GENERAL MEETINGSARTICLE 23
    
    GENERAL RULES
    
    
    12PART V
    
    STATUTORY AUDITORSARTICLE 24
    
    STATUTORY AUDITORS
    
    
    13PART VI
    
    INVENTORIES  PROFITS  RESERVE FUNDS  DISTRIBUTION OF PROFITSARTICLE 25
    
    FISCAL YEAR
    
    
    14ARTICLE 26
    
    ANNUAL ACCOUNTS
    
    
    14ARTICLE 27
    
    DISTRIBUTION OF PROFITS
    
    
    14ARTICLE 26
    
    PAYMENT OF DIVIDENDS
    
    
    14PART VII
    
    DISSOLUTION  LIQUIDATIONARTICLE 29
    
    DISSOLUTION  LIQUIDATION
    
    
    15PART VIII
    
    DISPUTESARTICLE 30
    
    DISPUTES
    
    
    16




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PART ICORPORATE 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 the 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, obtention, direct or indirect use, sale or purchase of all
brands, processes, patents, and licences for the use of patents. The direct or indirect participation by the Company in all operations of the 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
organisation 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. ARTICLE 4  REGISTERED OFFICE




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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 départementor 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.




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PART II ________ SHARE CAPITAL  SHARES ___________________________________ ARTICLE 6  SHARE CAPITAL The share capital is fixed at the sum of 73,598,275.10 euros and divided into 96,522,328 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 pre-payments 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) belongs 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. The rights and duties attached to each share shall pass with the title of the share, to
whomever becomes the




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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 that 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.




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PART III _________ ADMINISTRATION OF THE COMPANY ________________________________________ ARTICLE 14  COMPOSITION OF THE BOARD OF DIRECTORS  1.

Number of DirectorsThe Company shall be administered by a Board of Directors consisting of three to eighteen
members, subject to applicable laws.2.

Shareholding of DirectorsEach Director must, for the duration of his term, hold at least four hundred shares of the
Company, which should 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 DirectorsThe 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 it
by registered mail, to the Company, 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 officeThe members of the Board of Directors are appointed for four (4) years, expiring after the
Ordinary General Shareholders Meeting having approved the accounts for the prior fiscal
year and which is held in the year in which the term expires.Each member of the Board of Directors may be reappointed.5.

Age limitThe 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  RatificationsIn 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




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for the remainder of his predecessors term. ARTICLE 15  CHAIRMAN OF THE BOARD OF DIRECTORS  1.

AppointmentThe 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 limitNo 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.

PowersThe 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 meetingsThe meeting of the Board of Directors are convened by any means including verbally.2.

MeetingsAt 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
visio-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.




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ARTICLE 17  PREROGATIVES OF THE BOARD OF DIRECTORS  1.

PowersThe 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.2.

LimitsIn 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.

ControlThe 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.




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ARTICLE 19 
  CHIEF EXECUTIVE OFFICER(Directeur Général)AND MANAGING DIRECTORS
(Directeurs Généraux Délégués)  1.

Chief Executive OfficerThe 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.2.

Managing DirectorsOn 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 Managing
Director.The maximum number of Managing Directors that may be appointed shall be five.No one may be appointed Managing Director if he or she is over the age of sixty-five (65).
The Managing Director 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 Managing Directors 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 or
her duties, the Managing Directors 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 Board of Directors shall determine the
extent and the duration of the powers granted to the Managing Directors.With respect to third parties, the Managing Directors 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




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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 Managing
Directors, 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 Managing Directors, 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 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 MANAGING DIRECTORS  1.

CompensationThe Board of Directors shall determine the compensation of the Chairman, the Chief
Executive Officer, and the Managing Directors.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.

ReimbursementThe Board of Directors may authorize the reimbursement of travel costs and expenses
incurred by its members in the interests of the Company.




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PART IV ________ GENERAL MEETINGS ___________________________________ ARTICLE 23  GENERAL RULES  1.

PowersWhether Ordinary, Extraordinary of Mixed, the General Meetings of Shareholders 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 meetingsGeneral 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 Meeting.3.

AttendanceAll 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 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 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 means in the conditions set forth by law. In such a
case any shareholder participating by any the referred means shall be deemed to be present
for the purposes of quorum and majority.




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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. Then term of office shall expire upon the approval of the
accounts 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 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 timeframe 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 which, 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.




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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 trustees (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 has the 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.




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PART VIII ___________ DISPUTES __________ ARTICLE 30  DISPUTES Any disputes between the shareholders and the management bodies of the Company or between 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.