BYLAWS



 



EXHIBIT 4.1




Note: This English version is a fair and accurate translation of the
French language articles of association of the registrant and has been
prepared to comply with the requirements of the Securities and Exchange
Commission. This 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.



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










July 11, 2003


 







 


TABLE OF CONTENTS





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


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 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



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 département bordering 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 72,401,909.55 euros and divided into
23,788,331 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.



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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 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 (en 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 (en concert).



Notwithstanding the obligation of ultimate shareholders the custodian
intermediary appearing as holder of shares of the Company (in accordance
with article L 228-1 of the Commercial Code) is bound to make any
declaration requested pursuant to these articles of association.



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 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 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 os hares, he will be
deemed to have resigned unless he cures the situation within three
months.



	3.	 	Legal entities as Directors



	 	 	The Directors could 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 nofify 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 office



	 	 	The 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 always be reappointed.



	5.	 	Age limit



	 	 	No one may be appointed to the Board of Directors if he is over the age
of seventy (70). Any Director over this age shall be deemed to have
resigned after the Ordinary General Shareholders’ Meeting having




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	 	 	approved the accounts for the previous fiscal year and which is held in
the year in which the term expires.



	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.



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 respresent the Board of
Directors. He 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.



ARTICLE 16 — MEETINGS OF THE BOARD OF DIRECTORS



	1.	 	Notice of meetings



	 	 	The meeting 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 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.




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	 	 	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’s 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 needs neither to be 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.



	2.	 	Limits



	 	 	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. Every Director shall receive all information
ncessary to perform his responsibilities and may request any and all
documents he deems necessary.



	4.	 	Executive Vice-Presidents (Directeurs Généraux Délégués)



	 	 	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 could be elected of an Executive Vice President if he is over the
age of sixty-five (65). Any Executive Vice President over this age shall
be deemed to have resigned after the General Ordinary
Shareholders’ Meeting having approved the accounts for the prior fiscal
year and which is held in the year in which the term expires.



	 	 	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 Board 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.



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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
amangement referred above. The type of management so 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.



	 	 	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.	 	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.



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	 	 	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 5% or more of the voting rights, or the company in control of a
shareholder which is a company holding 5% 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 who 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.



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	 	 	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.



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PART IV










GENERAL MEETINGS










ARTICLE 23 — GENERAL RULES



	1.	 	Powers



	 	 	Whether Ordinary, Extraordinary of Mixed, the General Meetings of
Shareholders shall deliberate pursuant to the terms and conditions of
quorum and majority and shall exercise ther 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 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 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 regultations, 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 sake 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 deputy statutory auditors
shall be appointed by the General Shareholders’ Meeting for six fiscal
years. Then term of office shall expire upon the approval of the accounts
for the sixth fiscal year.



The statutory auditors are reeligible.




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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 payement 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.





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