EXTRACT OF SHAREHOLDERS RESOLUTIONS



 



EXHIBIT 4.2


Extract of Shareholders’ Resolutions of July 11, 2003, approving Technip Capital 2003

Employee Share Ownership Plan


	 		 	Note: Set forth below is an English summary of excerpts from the Minutes of a
Combined Meeting of Shareholders (Assemblée Générale Mixte) of Technip held
on July 11, 2003. This English version is only a summary, and not a literal
translation, of the French language minutes of such Meeting and has been
prepared to comply with the requirements of the Securities and Exchange
Commission. Subsequent to this meeting the registrant’s name was changed from
“Technip-Coflexip” to “Technip”. The English version does not create or
evidence any obligations of the registrant, nor does it create rights in any
person. In the event of any inconsistency between this English language
version and the French original, the latter will control.



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SIXTH RESOLUTION


Employee share ownership program



The Shareholders’ Meeting, voting under the quorum and majority conditions
required for special meetings, after reviewing the report by the Board of
Directors and the Special Auditors’ Report, and pursuant to Article L. 225-129
VII of the Commercial Code and Articles L. 443-1 et seq. of the Labor Code and
Article L. 225-138 of the Commercial Code:



Hereby delegates to the Board of Directors full authority to increase the
capital stock, on one or more occasions, solely at its discretion, up to a
maximum of three percent of the Company’s equity capital on the day the
authorization is implemented, by issuing shares or other securities giving
access to Company’s equity capital reserved for the members of a Company
Savings Plan or a Voluntary Employee Share Savings Plan for the Company and any
affiliated French or foreign companies as defined in Article L. 225-180 of the
Commercial Code and Article L. 444-3 of the Labor Code.



Hereby resolves to set the discount offered under the Company Savings Plan at
20% and the discount offered under the Voluntary Employee Share Savings Plan
at 30% of the average of the opening prices quoted per share by Euronext Paris
SA in the first twenty trading sessions preceding the date of the decision
setting the subscription opening date. However, the Shareholders’ Meeting
expressly authorizes the Board of Directors to eliminate or reduce the
aforementioned discount, if deemed appropriate by it, notably to limit the
discount granted to 15% of the Company’s listed share price as quoted on the
date of the decision setting the subscription opening date, up to the legal and
regulatory limit. The Board of Directors may also substitute all or part of the
discount by awarding shares or other securities as described in the provisions
below.



Hereby resolves that the Board of Directors may allocate bonus shares or other
securities giving access to the Company’s equity capital, provided that the
total benefit resulting from such allocation as an employer’s contribution, or,
from the discount, if any, on the subscription price, does not exceed the legal
and regulatory limits.



Resolves that the characteristics of the other securities giving access to the
Company’s equity capital shall be determined by the Board of Directors under
the conditions set by regulations.



Resolves to eliminate the preemptive rights of shareholders in favor of the
members of a Company Savings Plan or a Voluntary Employee Shares Savings Plan
and to waive any rights to shares or other securities awarded under this
resolution.



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Resolves that the Board of Directors shall have full authority to implement
this delegation, with the option of sub-delegation to the Chairman as
prescribed by law, notably to grant deadlines for paying up the shares or any
other securities giving access to the Company’s equity capital, to set the
terms and conditions for the transactions and determine the dates and terms of
any issues made under this authorization, to set subscription opening and
closing dates, interest-bearing dates, subscription terms and conditions, and
the terms and conditions for payment and delivery of the shares and of any
other securities giving access to the Company’s equity capital, to apply for
admission for trading of the shares issued on any of the Euronext Paris SA
regulated markets or any other foreign market, see to it that capital increases
are carried out in the amount of the shares actually subscribed, to carry out,
either directly or by proxy, any and all operations or formalities related to
capital increases, including amendments to the charter, and, solely at its
discretion, and if deemed appropriate by it, to charge the cost of any capital
increases to the amount of the premiums related to such increases, and to
withhold from such amount the sums necessary to raise the legal reserve to one
tenth of the new equity capital after each increase.



This authorization cancels for the term remaining and replaces the
authorization granted to the Board of Directors or, as the case may be, the
Management Board, by the Combined Annual and Special Meeting of April 3, 2003
in its third resolution.



This authorization is valid for a period of twenty-six months from this
Meeting.



SEVENTH RESOLUTION


Employee share ownership program (Leverage effect)



The purpose of this resolution is to offer the employees of some foreign
companies affiliated with the Company as defined in Article L 233-16 of the
Commercial Code, a dedicated employee savings operation through Crédit Agricole
Indosuez under conditions comparable to those offered employees under the
foregoing resolution.



The Shareholders’ Meeting, having reviewed the report of the Board of Directors
and the Special Auditors’ Report, hereby:



	1.	 	notes that those persons employed to date by foreign companies in the
TECHNIP-COFLEXIP group within the scope of consolidation defined in
Article L. 233-16 of the Commercial Code, with registered offices in the
following countries: Germany, Australia, and the United States, are
defined hereunder as “Employees of Foreign Companies”.



	2.	 	resolves, under Article L 225-138 of the Commercial Code, to grant
authority to the Board of Directors to increase the Company’s capital
stock by issuing in one or more operations new shares reserved for Société
Crédit Agricole Indosuez, a French corporation (société anonyme) with
capital of EUR 992,250,432 and registered offices at Paris-La Défense
Cedex, 9, quai du Président Paul Doumer, registered in the Nanterre Trade
Register under Siren number 304 187 701, hereinafter the “Beneficiary”.



	3.	 	resolves to eliminate in favor of the Beneficiary the preemptive rights
of shareholders to any shares issued under this authorization.



	4.	 	resolves that any capital increase(s) approved under this resolution
shall be made within two years from the date of this Annual Meeting.



	5.	 	resolves that the issue price for any new shares subscribed by the
Beneficiary, pursuant to this delegation, shall be identical to the price
at which the shares are offered to the other employees of the Group, as
required under the authorization granted under the previous resolution,
i.e., 80% of the average of the opening prices quoted for the
TECHNIP-COFLEXIP share on the Premier Marché of the Paris stock exchange
in the twenty trading days preceding the date of the decision by the Board
of Directors, or the Chairman of the Board of Directors, setting the
subscription opening date.



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	6.	 	resolves that the amount of any capital increase(s) reserved for the
Beneficiary shall be equal to the total amount of the subscriptions by the
Employees of Foreign Companies to the leveraging formula (after any
reductions) multiplied by nine, provided that the demand by every Employee
of Foreign Companies does not exceed (in par value and premium) 2.5% of
the annual gross compensation of each Employee of Foreign Companies.



	7.	 	furthermore resolves that any capital increase(s) approved under this
authorization shall not give the right to subscribe to over 170,000 new
shares with a par value of EUR 3.05 each.



	8.	 	resolves that if there are insufficient subscriptions by Employees of
Foreign Companies, the amount of the capital increase reserved for the
Beneficiary shall be limited to the amount calculated as indicated in item
7 above.



	9.	 	resolves that should the amount determined as indicated in item 7 above
exceed the amount of each capital increase, then the subscriptions by
Employees of Foreign Companies shall be reduced in accordance with the
principles described in the report by the Board of Directors.



	10.	 	resolves that the Board of Directors shall have full authority, with the
option of sub-delegation under the conditions provided by law and this
resolution, to:



	 	a)	 	decide on the maximum number of new shares to be issued, within
the limits set by this resolution;



	 	b)	 	fix the share issue price, pursuant to the rules defined in
this resolution;



	 	c)	 	set the terms of any issues made under this authorization,
notably the threshold below which subscriptions would not be reduced,
and the interest-bearing date;



	 	d)	 	postpone any capital increases, if necessary;



	 	e)	 	see to it that capital increases are carried out;



	 	f)	 	enter into any and all agreements, take any and all measures,
and carry out any and all formalities necessary, either directly or
by proxy;



	 	g)	 	charge the cost of any capital increases to the amount of the
premiums related to such increases, and withhold from such amount the
sums necessary to raise the legal reserve to one tenth of the new
equity capital, after each increase;



	 	h)	 	amend the Company’s charter accordingly, and in general do
whatever is necessary to meet any and all legal and regulatory
requirements.



EIGHTH RESOLUTION


Powers for formalities



The Shareholders’ Meeting grants full powers to the Board of Directors, with
the option of sub-delegation to the Chairman, if deemed appropriate, to
prepare any and all additional or amendment documents or documents of
confirmation as needed, to complete any and all formalities required by the
authorities concerned, sign any and all papers, instruments or documents and
to do whatever is necessary.



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