SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULES 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Month of July 2002
GENESYS S.A.
(Exact name of registrant as specified in its charter)
L'Acropole, 954-980 avenue Jean Mermoz, 34000 Montpellier, FRANCE
(Address of principal executive offices)
(Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F.)
Form 20-F X Form 40-F
--- ---
(Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes No X
--- ---
(If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-_______________.
Genesys Conferencing Logo
Genesys Conferencing Announces Closing of Second Call Center
Call Center Consolidation Plan On Schedule
Denver, Colorado and Montpellier, France - July 9, 2002 -- Genesys Conferencing
(Euronext: 3955) (Nasdaq: GNSY), the world's leading conferencing specialist
announced today the call center consolidation plan continues to progress on
schedule. The Company's call center in Denver, Colorado was closed at the end of
the second quarter and its call volumes were successfully transitioned to other
call centers.
Earlier this year the Company announced plans to consolidate its call center
operations in North America to provide higher levels of customer service and
improve operating efficiencies. The plan included the consolidation of six North
American call centers into three multimedia call centers. The operating centers
affected included Bedford, Massachusetts and Denver, Colorado, which are now
closed, and Montgomery, Alabama, which is expected to close in the third
quarter.
Genesys estimates that the annual cost savings resulting from this consolidation
should range from (euro)3.5 million to (euro)4.0 million
Forward-Looking Statements
This release contains statements that constitute forward-looking statements
within the meaning of the U.S. Private Securities Litigation Reform Act of 1995.
Forward-looking statements are statements other than historical information or
statements of current condition. These statements appear in a number of places
in this release and include statements concerning the parties' intent, belief or
current expectations regarding future events and trends affecting the parties'
financial condition or results of operations. Forward-looking statements are not
guarantees of future performance and involve risks and uncertainties, and actual
results may differ materially from those in the forward-looking statements as a
result of various factors. Some of these factors are described in the form 20-F
which was filed by Genesys with the Securities and Exchange Commission on June
12, 2002. Although management of the parties believe that their expectations
reflected in the forward looking statements are reasonable based on information
currently available to them, they cannot assure you that the expectations will
prove to have been correct. Accordingly, you should not place undue reliance on
these forward-looking statements. In any event, these statements speak only as
of the date of this release. Except to the extent required by law, the parties
undertake no obligation to revise or update any of them to reflect events or
circumstances after the date of this release, or to reflect new information or
the occurrence of unanticipated events.
About Genesys Conferencing
Founded in 1986, Genesys Conferencing is a global communications specialist,
providing practical and innovative real-time collaborative and managed event
services to over 17,000 clients worldwide. Working in a rapidly growing market
and enjoying unique worldwide coverage as a result of its geographic expansion
policy, Genesys Conferencing has established its advanced technology in 18
countries throughout Europe, Asia Pacific and the United States. Genesys
Conferencing's ordinary shares are listed on the Nouveau Marche in Paris
(Euronext: 3955) and its ADSs are listed on the Nasdaq National Stock Market
(Nasdaq: GNSY).
Euronext: 3955 - Nasdaq: GNSY - Reuters: GNSY LP - Bloomberg: GENE LP
www.genesys.com
Contacts:
Michael E. Savage
Executive Vice President & Chief Financial Officer
Direct Line: +33 4 99 13 27 34
mike.savage@genesys.com
The following are the materials sent to holders of our American Depositary
Receipts by the Depositary in connection with our annual general shareholders
meeting.
Genesys
Societe anonyme au capital de 76.405.285 Euros
Siege social: Le Regent 4, rue Jules Ferry
34001 Montpellier
RCS Montpellier B 339 697 021
BOARD OF DIRECTORS REPORT TO THE SHAREHOLDERS MEETINGS
Ladies and Gentlemen,
We convened this Combined Ordinary and Extraordinary General Meeting to seek
shareholders' approval of the following resolutions:
Social Annual Financial Statements -Release- Consolidate Annual Financial
Statements- Allocation of Result - Regulated Agreements--
The first items on the agenda are the approvals of the Social Financial
Statements (1st Resolution), the Consolidated Financial Statements (3rd
Resolution), the allocation of the results (2nd Resolution), and approval of the
Regulated Agreements (4th Resolution).
Board of Directors
As the terms of office for Francois Legros and Jean Jacques Bertrand shall
expire June 2002, we submit for shareholder approval the renewal of their terms.
The three year renewal shall expire after the General Meeting convened to review
the Financial Statement for the financial year 2004 (6th & 7th Resolutions).
Another item submitted for shareholder approval is the amount of Director's fees
to allocate for the current fiscal year. We propose that the fees be set at
150,000 (euro) to share between the Directors (5th resolution).
Authorization to be Granted to the Board of Directors in Order to Carry Out
Transactions on the Company's Shares
Pursuant to the provisions of Articles L.225-209 et seq. of the French
Commercial Code, we propose to purchase shares of the company for eighteen
months and with a limit of 0.5% of the capital.
The company will intervene according to market situations; or to regularize the
market price of the share by systematic intervention against the trend on the
market; or to implement any stock option plan (plan d'options d'achat et de
souscription d'actions) of the company in the context of the provisions of
Articles L.225-177 et seq. of the French Commercial Code and Articles L.443-1 et
seq. of the French Labor Code; or to deliver shares (as exchange, payment or
otherwise) in the context of external growth transactions; or to deliver shares
during the exercise of rights attached to securities which give, through
reimbursement, conversion, exchange, presentation of a warrant or any other
means, to be granted shares of the company; or to implement an asset and
financial management policy including the conservation or assignment of said
shares.
The number of shares that the company will hold at any time whatsoever shall not
exceed 10 % of the shares forming the company's capital.
The maximum purchase price for the shares shall be 60 euros per share. The
minimum sale price for the shares shall be 5 euros per share.
Before implementing this new plan, the Company had previously set up a similar
plan in 2000. Today the Company owns 14,271 shares.
Delegations to Give to the Board with Respect to Financial Authorizations
Last year, the Assembly had given to the Board of Directors the authorizations
necessary in order to choose, at any time, a large range of securities giving
access to capital.
The General Meeting of April 23, 2001 provided to the Board a global
authorization of twenty-six months, allowing issuance with or without
preferential subscription rights, of any securities granting access, immediately
or in the future, to company shares with a limit of (euro) 30 Million.
The same Assembly had given the authorization to the Board to issue Bond back
payment in shares. Those Bonds had been reserved to a Genesys affiliate in order
to compensate the Astound Shareholders.
In the scope of those delegations, the Board of Directors had decided:
>> To issue 3,446,969 new shares on April 24, 2001 without preferential
subscription rights. Those shares had been issued under the form of
American Depositary Share (ADS) in exchange for all Vialog Corp. shares
brought in the frame of the exchange operation realized on the Vialog Corp.
company. This exchange operation had been extended to the 2.400.694 Vialog
Stock Options which could be added to the 10.284.854 Vialog shares. The
exercise of all Stock Options could give the right to issue 804.593 new
Genesys shares.
>> To issue 1.103.200 Bonds paid back in Genesys shares in the scope of the
Astound acquisition. Those Bonds have a duration of 10 with an interest
rate of 1%.
>> To issue, on October 25, 2001, 1.520.380 new Genesys shares without
preferential subscription rights for a nominal value of 7.601.900 (euro).
This issue had been realized in order to maintain the technical plate-form
capacity, to confront the increasing volume activity, to keep the security
margins and to assure the development of our services.
Today, we request that you provide new delegations in order to:
>> Issue bonds or other securities representing receivables, up to a
maximum total nominal amount of one hundred million euros ((euro)100
million) (9th Resolution).
>> Issue shares and/or other securities granting access, immediately or in
the future, to shares of the company, with preferential subscription
rights with a limit of thirty million euros ( (euro) 30 Million) (11th
Resolution).
>> Issue shares and/or other securities granting access, immediately or in
the future, to shares of the company, without preferential subscription
rights with a limit of thirty million euros ((euro) 30 Million) (12th
Resolution).
>> Increase the capital through incorporation of premiums, reserves,
profits or through other means, with a limit of ten millions euros
((euro)10 Million).
>> Authorize the Board of Directors to proceed to the share capital
increase through issuance of shares reserved for employees with
suppression of preferred subscription rights in favor of the latter
with a limit of five million euros ((euro) 5 Millions).
>> To approve a new Stock Option subscription plan limited at 600,000
Options (16th Resolution). We call your attention to fact that four
plans have already been approved: the first plan was approved in 1998
and authorized the grant of 412,890 options, the second plan was
approved in 1999 and authorized the grant of 230,504 options, and the
third plan was approved in 2000 and authorized the grant of 550,000
options and the fourth plan was approved in 2001 and authorized the
grant of 550,000 options. To date 7,198 stock options have been
exercised. Furthermore the exchange operation between Vialog and
Genesys had been extended to the 2.400.694 Vialog Stock Options which
could be added to the 10.284.854 Vialog shares. The exercise of all
Stock Options could give right to issue 804.593 new Genesys shares. To
date 261,110 "Vialog" Options had been exercised and the Company had
issued 87,510 new shares.
>> Authorize the Board of Directors to use the authorizations of capital
increase without preferential subscription rights in case of a Public
Offering for the Company (18th Resolution).
Updating the Genesys By-Laws with Respect to the New Law Voted on May 15, 2001.
On May 15, 2001, the Law on the New Economic Regulations reformed the Commercial
Law. Genesys must be in compliance with this new law and must amend its by-laws,
therefore the Board of Directors has decided to update all the by-Laws.
The main characteristics of this reform are the conditions of the Officers
functions and the role of the Board of Directors. This decision will be taken by
the Board of Directors after the adoption of the new by-Laws at the General
Meeting. Other modifications imposed by the new Law include:
1. the possibility, for a listed company, to ask the intermediary holding
securities on behalf of another person to disclose the name of the
owner of the shares in order to identify its shareholders;
2. the extension of the regulated agreements to the shareholders which own
more than 5% of the voting rights; and
3. the approval by the General Meeting of the consolidated accounts.
The company has decided to set up a threshold crossing when an individual or a
group of shareholders hold more than 1% of the capital. The implementation of a
double voting right is also proposed in the article 11 of the by-laws.
Contribution Project of Genesys SA Business Activity to Genesys Conferencing
France SA
Genesys SA wishes to bring to Genesys Conferencing France SA its business
activity branch of teleconferencing and group virtual communication services.
Genesys Conferencing France SA is the new division of the Genesys Group, created
after the acquisitions of different companies (Mediactiv, Axone Multimedia,
EBCS, Cote&Com). Genesys Conferencing France SA is specialized in the virtual
communication services on the web and proposes services using the opportunities
offered by the Internet Technologies and the rich media.
Genesys SA owns 99,99% owned of Genesys Conferencing France SA.
Furthermore, the huge development of the Genesys Group during recent years has
had an important overlap of activities. Today, as a consequence of such
development, Genesys SA exercises two activities:
>> One Corporate activity on behalf of all the French and foreign
companies of the group; and
>> One Commercial activity related to the teleconferencing and group
virtual communication services, (namely audioconference,
dataconference, webconference, eventstreaming), and services using the
opportunities offered by the Internet technology and the rich media.
The solution of the assets contribution envisioned between Genesys SA and
Genesys Conferencing France SA has been chosen in order to rationalize the
activities exercised by both companies:
>> The operation envisaged leans towards a specialization by each company
in their activities in order to make them more competitive.:
o Genesys will continue to exercise one Corporate activity for
all the Genesys subsidiaries after this operation of
contribution;
o Genesys Conferencing France SA will exercise all the business
core activities of Genesys Group.
>> The operation envisaged leans towards increasing the profitability of
every activity exercised for the shareholders.
>> The operation envisaged leans towards to realization of scale savings.
Both companies have decided to undertake this project of contribution to the
French regime of the spin-off, pursuant to the provisions of Articles L.236-22
of the French Commercial Code.
Both parties have decided that the contribution project will take retroactive
effect on January 1, 2002 and not after the shareholders' approval of the
project by the Genesys SA & Genesys Conferencing France SA Extraordinary General
Meetings.
A commissioner for the spin-off had been appointed by the President of the
French Commercial Court of Creteil in order to evaluate the business
contribution.
The contribution will paid by the issuance of 111,671 new Genesys Conferencing
France SA shares with a face value of 8 (euro), the contribution being estimated
to 1,367,810 (euro) .
Please vote on the resolutions proposed.
The Board of Directors
Genesys
Societe anonyme au capital de 76.405.285 euros
Siege social : L'Acropole, 954-980 Avenue Jean Mermoz
34000 Montpellier
France
RCS Montpellier B 339 697 021
Directors
Francois Legros
Chairman and Chief First elected: June 1997
Executive Officer
Term expires: June 2002
Principal occupation: Chief Executive Officer, Genesys
Other directorships and Genesys Conferencing Inc.
business experience: Genesys Conferencing Ltd
Genesys Conferencing Ltd (HK)
Genesys Conferencing Pte Ltd
Genesys Conferencing Pty Ltd
Maga Fund Ltd
Astound Inc
Jean-Jacques Bertrand
Director First elected: October 1998
Term expires: June 2002
Principal occupation: Managing Director, BNP Paribas Private Equity
Other directorships and Former Executive Vice President, Head of Communications
business experience: Industry at Banexi; Director of Multitel (Spain) and
Firstmark France.
Jean-Charles Bouillet
Director First elected: March 2000
Term expires: June 2003
Principal occupation: Director for Corporate Development, Unilog S.A. France
Other directorships and Director of Shangai Integrata
business experience:
Patrick S. Jones
Director First elected: June 2001
Term expires: June 2004
Principal occupation: Retired
Other directorships and Chairman of the Board, Dione Plc; Director of
business experience: InterTrust Technologies Inc. and QRS Corp.; Former
Senior Vice President, Chief Financial Officer, Gemplus
S.A.; Former Vice President and Corporate Controller of
Intel Corp.
Philippe Piriou
Director First elected: 2000
Term expires: June 2002
Principal occupation: Investment Director, Part'Com
Other directorships and Representative of In Com SA to Jeriko et FA Technology
business experience: Representative of Part Com SA to C2A
Alan Senter
Director First elected: 2001
Term expires: June 2004
Principal occupation: Chairman, AZ Senter Consulting
Other directorships and Director of XL Capital Ltd. and Spectrographincs Inc.;
business experience: Former Executive Vice President and Chief Financial
Officer of NYNEX Corporation.
Senior Management
The names, positions and business experience of our senior officers are
as follows:
Francois Legros, Chairman and Chief Executive Officer. Mr.Legros has
been our Chairman and Chief Executive Officer since June 1997.
David Detert, Executive Vice President, Networks & Infrastructure. Mr.
Detert joined our company in October 1997 as Executive Vice President, Business
Development.
Andrew Pearce, Executive Vice President, Europe. Mr. Pearce has been
our Executive Vice-President, Europe since January 2000.
Margie Medalle, Executive Vice President and Chief Operating Officer,
North America. Ms. Medalle has been our Executive Vice President and Chief
Operating Officer, North America since April 2001.
Olivier Fourcade, Executive Vice President, Asia Pacific. Mr.Fourcade,
our Executive Vice President, Asia Pacific, joined our company in 1991.
Jim Huzell, Chief Operating Officer. Mr. Huzell joined our company as
Chief Operating Officer in 2000.
Michael E. Savage, Executive Vice President and Chief Financial
Officer. Mr. Savage joined our company as Executive Vive President and Chief
Financial Officer in September 2001.
Marie Capela-Laborde, Executive Vice President, Group General Counsel &
Secretary. Ms. Capela Laborde has served as our Executive Vice President General
Counsel & Secretary since July 2001.
Rolf Dahlin, Chief Executive Officer, Video Division. Mr. Dahlin has
been the Chief Executive Officer of our Video Division since October 2001.
Kailash Ambwani, Chief Strategy Officer. Mr. Ambwani has been our Chief
Strategy Officer since January 2002.
G E N E S Y S
A French societe anonyme with a capital of 76.405.285 euros
Registered office: "L'Acropole" 954/980 Avenue Jean Mermoz
34000 Montpellier
Registry of Commerce and Companies of Montpellier 339 697 021
---------------------------------
Ladies and Gentlemen,
We have the pleasure to invite you in, our headquarters, to our next General
Meeting on June 17, 2002, or, in the alternative, on June 28, 2002 if the quorum
is not reached on June 17th. You will find below the text of the resolutions to
be adopted.
TEXT OF THE RESOLUTIONS TO THE ORDINARY AND
EXTRAORDINARY SHAREHOLDERS' MEETING
FALLING WITHIN THE ORDINARY SHAREHOLDERS' MEETING
First resolution (Approval of the corporate financial statements and discharge
to directors)
The Shareholders' Meeting, ruling under the quorum and majority conditions
required for ordinary shareholders' meetings, having read the management report
of the Board of Directors and the general report of the statutory auditors,
approved the balance sheet, the profit and loss statement and the notes thereon
for the fiscal year ended December 31, 2001, as they were presented to it, as
well as all transactions reflected in such financial statements or summarized in
such reports.
Second resolution (Allocation of profit and loss)
The Shareholders' Meeting noticed that the company achieved, for the fiscal year
ended December 31, 2001, a loss amounting to (62,178,974.44) euros that it
decided to allocate to the "Carry Forward". The "Carry Forward" has consequently
a negative balance of (60,001,234.18) euros. The Shareholders' Meeting
furthermore acknowledged that no dividend had been distributed in respect to the
previous three fiscal years.
Third resolution (Approval of the consolidated financial statements)
The Shareholders' Meeting, ruling under the quorum and majority conditions
required for ordinary shareholders' meetings, having read the reports of the
Board of Directors and statutory auditors, approved the consolidated financial
statements for the fiscal year ended December 31, 2001, as they were presented
to it, as well as all transactions reflected in such financial statements or
summarized in such reports.
Fourth resolution (Agreements referred to in Article L.225-38 of the French
Commercial Code)
The Shareholders' Meeting, ruling under the quorum and majority conditions
required for ordinary shareholders' meetings, having read the special report of
the statutory auditor drawn up pursuant to Article L.225-40 of the French
Commercial Code, approved the transactions and agreements mentioned therein.
Fifth resolution (Determination of the amount of the directors' fees)
The Shareholders' Meeting set at 150,000 euros the amount of directors' fees to
be allocated between the directors for the current fiscal year and for each of
the following fiscal years until a new decision is made.
Sixth resolution (Renewal of the term of office of a director)
The Shareholders' Meeting, ruling under the quorum and majority conditions
required for ordinary shareholders' meetings, renewed for a three-year period
the term of office as director of Mr. Francois Legros, residing at 8 rue Foch,
34000 Montpellier.
Consequently, his term of office will expire upon adjournment of the ordinary
Shareholders' Meeting called to rule on financial statements for the fiscal year
2004.
Seventh resolution (Renewal of the term of office of a director)
The Shareholders' Meeting, ruling under the quorum and majority conditions
required for ordinary shareholders' meetings, appointed as director, for a
three-year period, Mr. Jean Jacques Bertrand, residing at 148 avenue de Clichy,
75017 Paris.
Consequently, his term of office will expire upon adjournment of the ordinary
Shareholders' Meeting called to rule on the financial statements for the fiscal
year 2004.
Eight resolution (Authorization to be granted to the Board of Directors in order
to carry out transactions on the company's shares)
The shareholders' meeting, ruling under the quorum and majority conditions of
ordinary shareholders' meetings, having read the report of the Board of
Directors, authorized the Board of Directors, pursuant to the provisions of
Articles L.225-209 et seq. of the French Commercial Code, to purchase shares of
the company:
o according to market situations;
or with a view, in particular:
o to regularize the market price of the share by systematic
intervention against the trend on the market; or
o to implement any stock option plan (plan d'options d'achat et de
souscription d'actions) of the company in the context of the
provisions of Articles L.225-177 et seq. of the French Commercial
Code; or
o to implement any stock option plan by the employees under the
conditions provided for by the law, in particular Articles L.443-1
et seq. of the French Labor Code; or
o to deliver shares (as exchange, payment or otherwise) in the
context of external growth transactions; or
o to deliver shares during the exercise of rights attached to
securities giving right, through reimbursement, conversion,
exchange, presentation of a warrant or any other means, to be
granted shares of the company; or
o to implement an asset and financial management policy including the
conservation or assignment of said shares.
The purchases of shares of the company may relate to a number of shares such as:
o the number of shares that the company purchases during the
repurchase program does not exceed 0.5% of the shares forming the
company's capital, i.e., for information purposes, as at December
31, 2001, 381,776 shares;
o the number of shares that the company will hold at any time
whatsoever does not exceed 10 % of the shares forming the company's
capital.
The acquisition, assignment or transfer of the shares may be carried out at any
time (including during tender offer) and through any means, on the market or
over-the-counter, including through acquisition or assignment of blocks or use
of options or other derivative products traded on a regulated market or
over-the-counter and set-up of optional strategies.
The maximum purchase price for the shares in the context of this resolution will
be 60 euros per share (or the equivalent of such amount on the same date in any
other currency).
In case of resale on the market, the minimum sale price for treasury shares
acquired in the context of the share repurchase programs authorized by this
shareholders' meeting or prior shareholders' meetings will be 5 euros per share
(or the equivalent of such amount on the same date in any other currency).
The global amount allocated to the share repurchase program authorized above may
not be greater than 22,906,560 euros.
Such authorization deprives any effect as from this day and up to the portion
not used yet, if any, any prior delegation granted to the Board of Directors for
the purpose of carrying out any transaction on the shares of the company. It is
granted for an eighteen-month period as from this day.
The shareholders' meeting delegated to the Board of Directors, in case of
modification of the par value of the share, capital increase through
incorporation of reserves, granting of free shares, regrouping of securities,
distribution of reserves or any other assets, amortization of the capital, or
any other transaction relating to working capital, the power to adjust the
aforementioned purchase and sale price in order to take into account the effect
of such transactions on the share value.
The shareholders' meeting grants all powers to the Board of Directors, with
possibility to sub-delegate under the legal conditions, in order to decide and
carry out the implementation of this authorization, to specify the terms
thereof, if necessary, and to decide the terms and conditions thereof with
possibility to delegate under the legal conditions the completion of the
purchase program, and in particular to put in any order, to enter into any
agreement, with a view to the keeping of share purchase or sale registers, to
make any declarations with the Commission des operations de bourse, the Conseil
des marches financiers and any other authority substituting therefor, to carry
out all formalities and, generally, to do all necessary actions.
Nineth resolution (Authorization to be given to the Board of Directors in order
to issue bonds)
The shareholders' meeting, ruling under the quorum and majority conditions of
ordinary shareholders' meetings, having read the report of the Board of
Directors:
- - authorized the Board of Directors to issue, both in France and abroad, in
euros or any other currency or monetary unit set up by reference to several
currencies, at one or more times, by public issue or private investment,
bonds or other interest notes granting for a same issue a same receivable on
the company, in particular fixed-term or unsubordinated securities, bearing
interest at fixed or variable rate or zero coupon and alike or not with
warrants entitling to granting, acquisition or subscription of bonds or
other securities representing receivables, up to a maximum total nominal
amount of one hundred million euros or its equivalent in any other currency
or monetary unit set up by reference to several currencies on the day of the
issuance decision; it being specified that such maximum nominal amount
globally applies to bonds or other receivables issued directly or further to
the exercise of warrants, but does not include reimbursement premium, if
planned, and the tradable receivables, within the meaning of Articles
L.213-1 through L.213-4 of the French Monetary and Financial Code, are not
concerned by this authorization;
- - delegated to the Board of Directors all powers to set the amounts, forms and
periods, rates and conditions of issuance, amortization and reimbursement of
securities to be issued, including the terms and conditions of amortization
or early reimbursement with fixed or variable premium or without premium,
and, if necessary, to grant them guaranties or sureties;
- - authorized the Board of Directors to provide, if necessary, the
reimbursement of the bonds by delivery of assets by the company;
- - authorized the Board of Directors to decide that the bonds would have the
nature of fixed or indefinite term subordinated securities or would have the
features of index-linked bonds or complex bonds within the meaning of the
Commission des operations de bourse and the Conseil des marches financiers
(for example, due to their terms and conditions of reimbursement or
remuneration or other rights such as indexing, option possibility);
- - accordingly granted all powers to the Board of Directors with a view to the
completion of such borrowings and specified that the Board of Directors
would have the complete freedom to set the features of the bonds and the
warrants attached to the bonds, if any.
Such authorization deprives of effect, as from this day and up to the portion
not used yet, if any, any prior delegation granted to the Board of Directors for
the purpose of issuing bonds. It is granted for a twenty-six-month period as
from this day.
The Board of Directors may, pursuant to the law, and according to the terms and
conditions it sets, sub-delegate to its chairman or any of its members the
powers granted to it by this resolution, with the empowered person being
responsible for informing it, under the conditions set by the Board of
Directors, of the performance of his assignment.
Tenth resolution (Powers to carry out formalities)
The Shareholders' Meeting granted all powers to the bearer of an original, a
copy, or an extract from these minutes in order to carry out all formalities of
filing, publicity and other where necessary.
FALLING WITHIN THE EXTRAORDINARY SHAREHOLDERS' MEETING
Eleventh resolution (Delegation to be given to the Board of Directors in order
to carry out the share capital increase through issuance - with preferred
subscription right - of shares and/or other securities granting access,
immediately or in the future, to shares of the company)
The shareholders' meeting, ruling under the quorum and majority conditions
required for extraordinary shareholders' meetings, having read the report of the
Board of Directors and the special report of the statutory auditors and pursuant
to the provisions of Article L.225-129-III of the French Commercial Code, in
particular paragraph 3:
1. Delegated to the Board of Directors the necessary powers in order to proceed
the share capital increase, at one or more times, in France or abroad, under
such proportion and at such periods as it might deem appropriate, either in
euros or in any other currency or monetary unit set up by reference to several
currencies, by issuance of shares or other securities, including autonomous
subscription warrants, issued with or without consideration, granting access
immediately or in the future, at any time or fixed date, to shares (new or
already issued) of the company through subscription, conversion, exchange,
reimbursement, presentation of a warrant or any other means (such securities
including bonds with stock options, bonds convertible into shares and bonds
exchangeable into shares referred to in, and governed by, Articles L.225-150 et
seq., L.225-161 et seq. and L.225-168 et seq. of the French Commercial Code,
respectively); it being specified that the subscription of shares and other
securities may be carried out either in cash, or by set-off of receivables, and
that shall be excluded any issuance of preferred shares with or without voting
right or investment certificates;
2. Decided to set as follows the limits of the amounts of issuance authorized in
case of use by the Board of Directors of this delegation:
o the maximum nominal amount of the capital increases likely to be
carried out, directly or not, from the issuance of shares or securities
referred to above should be set at thirty million euros; it being
specified that the nominal amount of any capital increase likely to be
carried out, directly or not, pursuant to the twelfth and thirteenth
resolutions of this meeting should be charged over such amount;
o the nominal amount of the shares to be possibly issued in addition,
in case of new financial transactions, to preserve, in accordance with
the law, the rights of holders of securities granting access in the
future to shares should be charged on the threshold above, if
necessary;
o the global maximum nominal amount of the issuance of securities
representing receivables on the company granting access to the capital
might not exceed thirty euros or the equivalent on such day of such
amount in any other currency or any other monetary unit by reference to
several currencies; it being specified (i) that such amount is
independent from the amount of the bonds and other interest notes
likely to be issued in accordance with the ninth resolution of this
meeting and (ii) that the nominal amount of interest notes likely to be
issued pursuant to the twelfth resolution of this meeting should be
charged on such amount;
3. Set at twenty-six months, as from the day of this meeting, the term of
validity of this delegation;
4. In case of use by the Board of Directors of this delegation:
o decided that issuance would be reserved in priority to shareholders
who might subscribe as of right (a titre irreductible) in proportion to
the number of shares then owned by them;
o furthermore granted to the Board of Directors the possibility to
institute a subscription right for remaining securities (a titre
reductible);
o took note and decided, insofar as necessary, that this delegation
would automatically entail, in favor of holders of issued securities,
waiver by the shareholders of their preferred subscription right to the
shares to which the issued securities would entitle immediately or in
the future;
o decided to suppress the preferred subscription right of shareholders
to shares issued through conversion of bonds or exercise of autonomous
warrants;
o decided that if the subscriptions as of right and for remaining
securities, if any, have not absorbed the aggregate issuance, the Board
of Directors may use, under the conditions provided for by law and in
such order as it might determine, either of the possibilities below:
- limiting the issuance to the amount of the subscriptions provided
that such amount reaches at least three-quarter of the decided
issuance;
- freely allocating all or part of the issued and unsubscribed
securities;
- offering to the public, by public issue, all or part of the issued
and unsubscribed securities, on the French market and/or abroad
and/or on the international market.
5. Decided that the Board of Directors should have all powers, with possibility
to sub-delegate under the conditions set by law, to implement this delegation,
for the purpose, in particular, of:
o determining the class of securities to be issued;
o deciding the amount to be issued, the issuance price as well as the
amount of the premium which may be requested during the issuance, as
the case may be;
o determining the dates and terms and conditions of issuance, the
nature, features of the securities to be created; deciding,
furthermore, in the case of interest notes, subordinated or not, to set
their interest rate, duration and other terms and conditions of
issuance and amortization;
o determining the method of payment of the shares or other securities
to be issued immediately or in the future;
o setting, if necessary, the terms and conditions of exercise of the
rights attached to the shares or securities to be issued and, in
particular, deciding the date, even retroactive, from which the new
shares would bear interest, determining the terms and conditions of
exercise of the rights to conversion, exchange, reimbursement, if any,
including by delivery of assets of the company such as shares or
securities already issued by the company, as well as all other terms
and conditions of completion of the issuance;
o setting the terms and conditions according to which the company will
have, as the case may be, the possibility to purchase or exchange on
the stock exchange, at any time or during determined periods, the
securities issued or to be issued immediately or in the future with a
view of canceling them or not, considering the legal provisions;
o providing for the power to possibly suspend the exercise of the
rights attached to such securities for a maximum three-month period;
o at its sole initiative, charging the capital increase cost on the
amount of the premiums related thereto and withdrawing on such amount
the sums necessary to amount the legal reserve to one-tenth of the new
capital after each capital increase;
o proceeding to any adjustments required pursuant to the legal and
regulatory provisions in order to take into account the consequence of
transactions on the company's capital, in particular modification of
the par value of the share, capital increase through incorporation of
reserves, free granting of shares, regrouping of securities,
distribution of reserves or any other assets, amortization of the
capital, or any other transactions relating to working capital, and
setting the terms and conditions according to which the preservation of
the rights of holders of securities granting access in the future to
the capital will be ensured, if necessary;
o noting the completion of each capital increase and proceeding to
subsequent modifications of the by-laws;
o generally, entering into any agreement, in particular to off the
contemplated issuance successfully, taking all measures and carrying
out all formalities useful for the issuance, listing and financial
payment of the securities issued pursuant to this delegation as well as
the exercise of the rights attached thereto.
6. Took note that this delegation deprived of effect as from this day up to the
portion not used yet, if any, all prior delegations relating to the issuance,
with preservation of the preferred subscription right, of securities granting
access, immediately or in the future, to a portion of the company's share
capital.
7. Took note of the fact that, in the event that the Board of Directors would
use the delegation granted to it in this resolution, the Board of Directors
would report to the following ordinary shareholders' meeting, pursuant to
Article L.225-129-V, paragraph 3, of the French Commercial Code, the use made of
the authorizations granted in this resolution.
Twelfth resolution (Delegation to be given to the Board of Directors to carry
out the share capital increase through issuance - without preferred subscription
right - of shares and/or other securities granting access, immediately or in the
future, to shares of the company)
The shareholders' meeting, ruling under the quorum and majority conditions
required for extraordinary shareholders' meetings, having read the report of the
Board of Directors and the special report of the statutory auditors and pursuant
to the provisions of Article L.225-129-III of the French Commercial Code, in
particular paragraph 3, as well as Article L.225-148 of said Code:
1. Delegated to the Board of Directors the necessary powers in order to proceed
to the share capital increase, at one or more times, under such proportion and
at such periods as it might deem appropriate, on the French market and/or the
foreign markets and/or the international market, through public issue, either in
euros or in any other currency or monetary unit set up by reference to several
currencies, by issuance of shares or other securities, including autonomous
warrants, issued with or without consideration, granting access immediately or
in the future, at any time or fixed date, to shares (new or already issued) of
the company through subscription, conversion, exchange, reimbursement,
presentation of a warrant or otherwise (such securities including bonds with
equity warrant, bonds convertible into shares and bonds exchangeable into shares
referred to in, and governed by, Articles L.225-150 et seq., L.225-161 et seq.
and L.225-168 et seq. of the French Commercial Code, respectively); it being
specified that the subscription of shares and other securities may be carried
out either in cash, or by off-set of receivables, and that should be excluded
any issuance of preferred shares with or without voting right or investment
certificates. Such securities may in particular be issued in order to remunerate
securities that would be contributed to the company, in the context of an
exchange offer carried out in France or abroad according to local rules (for
example in the context of an Anglo-Saxon "reverse merger") on securities meeting
the conditions set by Article L.225-148 of the French Commercial Code;
2. Delegated to the Board of Directors the necessary powers to issue, in
addition to the issuance that could be carried out pursuant to this delegation,
shares or securities representing a portion of the company's capital to be
issued further to the issuance by the companies in which the company directly or
indirectly holds more than half of the share capital, with the consent of the
latter:
o of bonds issued by the company's subsidiaries with equity warrants
of the company; or
o of any other securities issued by the subsidiaries of the company
entitling them through conversion, exchange, reimbursement,
presentation of a warrant or otherwise, to the granting at any time or
at fixed date, of securities which, for such purpose, would be issued,
or are already issued, to represent of portion of the company's
capital.
This decision automatically entails, in favor of the holders of securities
likely to be issued by the company's subsidiaries, waiver by the shareholders of
the company of their preferred subscription right to the shares or securities to
which such securities entitle.
The issuance of shares or warrants and securities representing a portion of the
capital of the company following the transactions referred to in this paragraph
2 may not, in all events and without taking into account the adjustments likely
to be carried out pursuant to the law, result in increasing the nominal capital
of the company by an amount higher than thirty million euros, or the equivalent
of such amount, that will be charged on the global upper limit set below for the
capital increases likely to be carried out pursuant to this delegation.
3. Decided to set as follows the limits of the amounts of issuance authorized in
case of use by the Board of Directors of this delegation:
o the maximum nominal amount of the capital increases likely to be
carried out, either directly or not, from the issuance of shares or
securities referred to above is set at thirty million euros; it being
specified that the nominal amount of all capital increases likely to be
carried, either directly or not, pursuant to the eleventh and
thirteenth resolutions of this meeting should be charged on this
amount;
o to such upper limit the nominal amount of the shares to be possibly
issued in case of new financial transactions should be added, if
necessary, to preserve, pursuant to the law, the rights of holders of
securities entitling to shares in the future;
o the global maximum nominal amount of the issuance of securities
representing receivables on the company granting access to the capital
may not exceed thirty euros or the equivalent on such day of this
amount in any other currency or other monetary unit set up by reference
to several currencies; it being specified (i) that this amount is
independent from the amount of the bonds and other interest notes
likely to be issued pursuant to the [tenth] resolution of this meeting
and (ii) that the nominal amount of the interest notes likely to be
issued pursuant to the eleventh resolution of this meeting shall be
charged on this amount.
4. Set at twenty-six months, as from the day of this meeting, the term of
validity of this delegation;
5. Decided to suppress the preferred subscription right of the shareholders to
securities being the purpose of this resolution, by leaving to the Board of
Directors, however, the possibility to grant to the shareholders, for a
time-period and according to terms and conditions, it will set and for all or
part of a carried out issuance, a preferred subscription that does not give rise
to the creation of negotiable rights and that shall be exercised in proportion
to the number of shares owned by each shareholder and may be possibly
supplemented by a subscription for remaining securities; it being specified that
the unsubscribed securities will be the purpose of a public investment in France
and/or abroad and/or on the international market;
6. Decided that should the subscriptions, including those of the shareholders,
if any, have not absorbed the aggregate issuance, the Board might limit the
amount of the transaction to the amount of the subscriptions received, provided
that such amount reaches, at least, three-quarters of the decided issuance;
7. Took note and decided, insofar as necessary, that this delegation would
automatically entail, in favor of the holders of issued securities, waiver by
the shareholders of their preferred subscription right to the securities to
which the securities issued should entitle;
8. Decided to suppress the preferred subscription right of the shareholders to
shares issued by conversion of bonds or exercise of autonomous warrants;
9. Decided, pursuant to Article L.225-136 2(degree)of the French Commercial
Code, that:
o the issuance price for the shares directly issued should be at least
equal to the average first listed market prices of the former share
noticed on the Premier marche of the Paris Stock Exchange for ten
consecutive trading days chosen among the last twenty trading days
prior to the beginning of the issuance, after adjustment, if necessary,
of such average in case of difference between the maturity dates;
o the issuance price of the securities (including autonomous warrants)
other than shares shall be such as the amount immediately received by
the company, increased, if necessary, by the amount likely to be
subsequently received by it, or, for each share issued as a result of
the issuance of such other securities, at least equal to the adjusted
average market price defined in the previous paragraph;
o the conversion, reimbursement or generally the transformation into
shares of each convertible, reimbursable or otherwise transformable
bond will be made, considering the par value of the bond, in a number
of shares such as the amount received by the company, for each share,
to be at least equal to the adjusted average market prices defined in
the first section of this paragraph 9;
10. Decided that the Board of Directors should have all powers, with possibility
to sub-delegate under the conditions set by law, to implement this delegation,
for the purpose, in particular, of:
o determining the class of securities to be issued;
o deciding the amount to be issued, the issuance price as well as the
amount of the premium that might, if necessary, be requested upon
issuance;
o determining the dates and terms and conditions of the issuance, the
nature, features of the securities to be issued, deciding, furthermore,
in case of interest notes, of their subordinated or not nature, setting
their interest rate, their term and the other terms and conditions of
issuance and amortization;
o determining the method of payment of the shares or other securities
to be issued immediately or in the future;
o setting, if necessary, the terms and conditions of exercise of the
rights attached to the shares or securities to be issued and, in
particular, setting the date, even retroactive, as from which the new
shares would bear interest, determining the terms and conditions of
exercise of the rights to conversion, exchange, reimbursement, if any,
including by delivery of assets of the company such as shares or
securities already issued by the company, as well as all other terms
and conditions of completion of the issuance;
o setting the terms and conditions according to which the company will
have, if necessary, the possibility to purchase or exchange on the
stock exchange, at any time or during determined periods, the
securities to be issued immediately or in the future with a view to
canceling them or not, considering the legal provisions;
o providing for the possibility to possibly suspend the exercise of
the rights attached to the securities issued for a maximum three-month
period;
o more particularly, in case of issuance of securities for the purpose
of remunerating securities contributed in the context of an exchange
offer (OPE), setting the list of the securities contributed to the
exchange, the conditions of the issuance, the exchange parity as well
as, if necessary, the amount of the cash adjustment to be paid and
determining the terms and conditions of the issuance in the context
either of an OPE, an alternative purchase or exchange offer, or a sole
offer proposing the purchase or exchange of the securities referred to
for payment in securities and in cash, or a tender offer (OPA) or an
exchange as a principal matter, along with an OPE or OPA as a
subsidiary matter, or any other form of tender offer complying with the
law and regulation applicable to said tender offer;
o at its sole initiative, charging the cost of capital increases on
the amount of the premiums related thereto and withdrawing on such
amount the sums necessary to amount the legal reserve to one-tenth of
the new capital after each capital increase;
o proceeding to all adjustments required in accordance with the legal
and regulatory provisions in order to take into account the effect of
transactions on the company's capital, in particular modification of
the par value of the share, capital increase through incorporation of
reserves, free granting of shares, regrouping of securities,
distribution of reserves or any other assets, amortization of the
capital, or all other transactions related to equity capital, and
setting the terms and conditions according to which the preservation of
the rights of holders of securities giving access in the future to the
capital will be ensured, if necessary;
o noting the completion of each capital increase and proceeding to
subsequent modifications of the by-laws;
o generally, entering into all agreements, in particular to carry out
the contemplated issuance successfully, taking all measures and
carrying out all formalities necessary for the issuance, listing and
financial payment of the securities issued pursuant to this delegation
as well as the exercise of the rights attached thereto.
11. Took note that this delegation deprives of effect as from this day, up to
the portion not yet exercised, if any, all prior delegation relating to the
issuance, without preferred subscription right, of securities giving access,
immediately or in the future, to a portion of the company's share capital.
12. Took note of the fact that, in the event that the Board of Directors would
use the delegation granted to it in this resolution, the Board of Directors will
report to the following ordinary shareholders' meeting, in accordance with
Article L.225-129-V, paragraph 3, of the French Commercial Code, the use made of
the authorizations granted in this resolution.
Thirteenth resolution (Authorization to be given to the Board of Directors for
the purpose of proceeding to the share capital increase through incorporation of
premiums, reserves, profits or other)
The shareholders' meeting, ruling under the quorum and majority conditions
required for ordinary shareholders' meetings, having read the report of the
Board of Directors and pursuant to the provisions of Article L.225-129-II of the
French Commercial Code:
1. Delegated to the Board of Directors all powers to increase the capital at one
or more times under such proportion and at such periods as it might deem
appropriate through incorporation of premiums, reserves, profits or any other
means, and whose capitalization would be possible pursuant to the law and the
by-laws under form of granting of free shares or increase of the par value of
the existing shares or through joint use of such two processes. The maximum
nominal amount of the capital increases likely to be completed in this respect
may not exceed ten million euros; it being specified that the nominal amount of
any capital increase likely to be completed, directly or not, pursuant to the
eleventh and twelfth resolutions submitted to this meeting, should be charged on
such amount;
2. In case of use by the Board of Directors of this delegation of powers, it
will have all powers, with possibility to sub-delegate under the conditions set
by the law, to implement this delegation, in particular, for the purpose of:
o setting the amount and nature of the sums to be incorporated to the
capital, setting the number of new shares to be issued and/or the
amount by which the par value of the existing shares forming the share
capital will be increased, setting the date, even retroactive, as from
which the new shares will bear interest or the date on which the
increase of the par value will be effective;
o deciding, in case of distributions of free shares:
- that as an exemption to the provisions of Article L. 225-149 of the
French Commercial Code, the fractional rights will not be tradable and
that he corresponding shares will be sold; the sums from sale will be
allocated to the holders of the rights no later than thirty days after
the date of registration on their account of the whole number of
granted shares;
- that those shares to be granted for former shares benefiting from a
double voting right will benefit from such right as from their
issuance;
- to make all adjustments required pursuant to the legal and
regulatory provisions;
- to notice the completion of each capital increase and to proceed to
the subsequent modifications of the by-laws;
- generally, to enter into all agreements, to take all measures and to
carry out all formalities necessary for the issuance, listing and
financial payment of the securities issued pursuant to this delegation
as well as the exercise of the rights attached thereto.
3. Such authorization deprives of effect as from this day up to the portion not
yet exercised, if any, any prior delegation granted to the Board of Directors
for the purpose of proceeding to the share capital increase through
incorporation of premiums, reserves, profits or other. It is granted for a
twenty-six-month period as from this day.
Fourteenth resolution (Regularization of the decision to increase the share
capital of the company made under the first resolution of the shareholders'
meeting March 23, 2001)
The shareholders' meeting, ruling under the quorum and majority conditions
required for extraordinary shareholders' meetings, having read the report of the
Board of Directors, reiterated, insofar as necessary, the terms of the first
resolution adopted during the extraordinary shareholders' meeting of March 23,
2001.
Fifteenth resolution (Authorization to be granted to the Board of Directors in
order to proceed to the share capital increase through issuance of shares
reserved for employees with suppression of preferred subscription right in favor
of the latter)
The shareholders' meeting, ruling under the quorum and majority conditions
required for extraordinary shareholders' meetings, having read the report of the
Board of Directors and the special report of the statutory auditors, and
pursuant, on the one hand, to the provisions of Articles L.225-129 VII and
L.225-138 of the French Commercial Code, and on the other hand, of Articles
L.443-1 et seq. of the French Labor Code:
1. Delegated to the Board of Directors the necessary powers to carry out the
share capital increase, at one or more times, of a maximal nominal amount of
five million euros, through issuance of shares reserved for employees,
pre-retired or retired persons of the company and of French or foreign companies
related thereto under the legal conditions, since such employees, pre-retired or
retired persons abide by a company or group savings plan or a voluntary employee
savings partnership plan that would be set up pursuant to Article L.443-1-2 of
the French Labor Code;
2. Set at twenty-six month, as from the day of this meeting, the term of
validity of this delegation;
3. Decided that the issuance price for the new shares might not be greater than
the average first listed market prices of the share on the Premier marche of the
Paris Stock Exchange during the twenty trading days preceding the day of the
decision setting the date of opening of the subscriptions, or lower than 20% of
such average for the members of a company savings plan or 30% for the members of
a voluntary employee savings partnership plan;
4. Decided to suppress in favor of the beneficiaries indicated above the
preferred subscription right of the shareholders to the securities being the
purpose of this authorization, and to waive any right to free shares that would
be issued in accordance with this resolution;
5. Decided that the Board of Directors would have all powers to implement this
delegation, with possibility to sub-delegate under the legal conditions, within
the limits and under the conditions specified above for the purpose, in
particular, of:
o setting under the legal conditions the list of the companies whose
employees, pre-retired or retired persons might subscribe to the issued
shares;
o deciding that the subscriptions might be carried out directly or
through collective bodies;
o determining the conditions under which the retired and pre-retired
members of a company or group savings plan might or not subscribe to
the capital increase;
o setting the amounts of the issuance that would be completed pursuant
to this authorization and deciding in particular the issuance price,
dates, time-periods, terms and conditions of subscription, payment,
delivery and use of the shares, within the applicable legal or
regulatory limits;
o in case of granting of free shares or other securities granting
access to the capital, setting the number of shares or free securities
to be issued, the number to be granted to each beneficiary, and setting
the dates, time-periods, terms and conditions of granting of such
shares or securities within the applicable legal or regulatory limits;
o noting the completion of the capital increases up to the amount of
the shares that would actually be issued pursuant to this authorization
and proceeding to the subsequent modifications of the by-laws;
o if necessary, charging the costs of capital increases on the amount
of the premiums related thereto and withdrawing on such amount the sums
necessary to amount the legal reserve to one-tenth of the new capital
after each capital increase;
o generally, entering into all agreements in particular to carry out
the contemplated issuance successfully, taking all measures and
carrying out all formalities necessary for the issuance, listing and
financial payment of the securities issued pursuant to this delegation
as well as the exercise of rights attached thereto.
Sixteenth resolution (Authorization to be granted to the Board of Directors in
order to grant stock options)
The shareholders' meeting, ruling under the quorum and majority conditions
required for extraordinary shareholders' meetings, having read the report of the
Board of Directors and the special report of the statutory auditors prepared
pursuant to the law, authorized the Board of Directors, in the context of the
provisions of Articles L.225-177 through L.225-186 of the French Commercial
Code, to grant, at one or more times, in favor of such members of the staff as
it might determine among the employees and possibly the corporate officers of
the company and companies or groups related thereto under the conditions
referred to in Article L.225-180 of said Code, options entitling to the
subscription of new shares of the company to be issued as capital increase, as
well as options entitling to the purchase of shares repurchased by the company.
The stock options granted pursuant to this authorization may not entitle to a
total number greater than 600,000 shares and shall be exercised within a maximum
period of eight years.
Consequently, the shareholders' meeting granted all powers to the Board of
Directors, with possibility to sub-delegate under the legal conditions, in order
to set the conditions under which the options would be granted, in particular to
determine the companies, members of the staff and corporate officers concerned,
as well as the number of shares that might be subscribed or purchased by each of
them. Such conditions might in particular include clauses conditioning the
exercise of such options to the completion of some targets set by the board, as
well as clauses prohibiting the immediate resale of all or part of the shares
without the time-period imposed for conservation of securities exceeding three
years as from the exercise of the option.
The price to be paid at the time of the release of the stock option shall be set
by the Board of Directors without such price being lower than the limit then
applicable referred to in Article L.225-177 of the French Commercial Code. In
the case of purchase option, such price may not be lower than the limit then
applicable referred to in Article L.225-179 of such Code. However, if during the
period when the granted options might be exercised, the company carries out one
of the financial transactions or securities transactions provided for in Article
L.225-181 of such Code, the Board of Directors will adjust, under the conditions
provided for by the regulations then in force, the number and price of the
shares included in the options granted to beneficiaries of options to take into
account the effect of such transaction.
This authorization entails, in favor of the beneficiaries of stock options,
express waivers from the shareholders of their preferred subscription right to
shares that will be issued as the stock options are exercised. The share capital
increase resulting from the exercises of stock options will be finally carried
out as a result of the sole declaration of exercise of option along with
subscription forms and exercise payments that may be made in cash or by offset
with receivables on the company. The Board of Directors will notice, if
necessary, under the legal conditions, the number and amount of shares issued
further to exercises of stock options and will bring the necessary modifications
to the clauses of the by-laws relating to the amount of the share capital and
the number of shares representing it.
Finally, the Board of Directors will have all powers necessary to set the dates
of exercise of the options, temporarily suspend the exercise thereof in case of
financial transactions and decide all other terms and conditions of such
options.
Such authorization deprives of effect from this day up to the portion not
exercised yet, if any, any prior delegation granted to the Board of Directors in
order to grant stock options. It is given for a twenty-six-month period as from
this day.
Seventeenth resolution (Delegation to be given to the Board of Directors in
order to proceed with the share capital increase through issuance of shares
and/or other securities granting access immediately or in the future to shares
of the company in case of tender offer on the company's securities)
The shareholders' meeting, ruling under the quorum and majority conditions
required for extraordinary shareholders' meetings, having read the report of the
Board of Directors, authorized the Board of Directors to use, in all or part,
pursuant to the legal provisions, authorizations given to the Board of Directors
by the eleventh and twelfth resolutions to increase the share capital through
issuance of shares or other securities referred to in said resolutions in the
event that one or more tender offers, exchange offers or any other form of
tender complying with the applicable laws and regulations would take place on
the securities issued by the company during the offer period.
This authorization is granted for a term to expire upon adjournment of the
meeting called to rule on the financial statements for the fiscal year ending
December 31, 2002.
Eighteenth resolution (Compliance of the by-laws with the Law of May 15, 2001
relating to new economic regulations. Statutory modifications and reshaping of
the by-laws)
The shareholders' meeting, ruling under the quorum and majority conditions
required for extraordinary shareholders' meetings, having read the report of the
Board of Directors and the proposed new drafting of the by-laws, decided to
proceed with a reshaping of the by-laws so that they comply with the Law
n(degree)2001-420 of May 15, 2001 relating to new economic regulations, adopted
the new text thereof, which would remain attached to the minutes of this
meeting, and decided that the new by-laws would come into force upon adjournment
thereof.
Nineteenth resolution (Approval of the Contribution of the Business Activity
from Genesys SA to Genesys Conferencing France SA)
The general meeting - rendering its decisions pursuant to rules relating to a
quorum and a majority required for extraordinary general meetings - after having
acknowledged reports from the Board Meeting and from the commissioner for the
scission appointed further to an order rendered by the President of the
Commercial Court (Tribunal de Commerce) of Creteil (France) and after having
acknowledged the approval of this contribution by both bodies of debenture
holders gathered in special meetings on June 17, 2002 further to a first
convening and on June 28, 2002 further to a possible second convening :
y Recognizes having acknowledged the contribution project and its exhibits
signed on the date of May 7, 2002 with the company GENESYS CONFERENCING
FRANCE, a corporation (societe anonyme) with a registered capital of
604.608 Euros and its registered office located at n(degree)1 Bd Hyppolite
Marques - F 94200 IVRY SUR SEINE, incorporated in the Trade & Companies
Register of CRETEIL under number 338 259 385, in accordance with its terms
the company GENESYS transfers to the company GENESYS CONFERENCING FRANCE as
partial contribution of assets placed under the legal system of scissions,
the total amount of elements forming assets and liabilities of the activity
branch of teleconference and group virtual communication services, namely
audioconference, dataconference, webconference, eventstreaming, services
related and complementary to the foregoing services and relating activities
(marketing, commerce, administration, finance, technical operating), the
said contribution valuated at the net sum of 1,367,810 Euros, in
consideration of the granting to the company GENESYS of 111,671 shares of a
nominal value of 8 Euros each, fully paid up with enjoyment as of the date
of their issue, issued with a global contribution agio of 474,442 Euros, to
be created by the company GENESYS CONFERENCING FRANCE as capital increase ;
y Approves this convention under all its provisions and consequently the
contribution which it plans, it being specified that liabilities taken on
by the company GENESYS CONFERENCING FRANCE shall no longer be borne by the
company GENESYS.
y Decides that the contribution is final, the transaction executed on this
day.
Twentieth Resolution (definitive realization of contribution)
The general meeting - rendering its decisions pursuant to rules relating to a
quorum and a majority required for extraordinary general meetings - grants all
powers to Mr. Legros and Mr. Lecina who may act together or separately to
continue the final execution of the contribution, themselves or through a
representative appointed by them and consequently :
>> to reiterate if necessary the contribution made to the company GENESYS
CONFERENCING FRANCE, to proceed with all confirming and complementary
actions or corrections which may be necessary, accomplish all useful
formalities to facilitate the transmission of elements brought by the
company GENESYS to the company GENESYS CONFERENCING FRANCE ;
>> to draft and sign the certificate of consistency and compliance
provided under article 236-6 of the (French) Commercial Code ;
>> to complete all formalities, file all declarations with
administrations and all formal notices and notifications to whoever.
For the purposes here above sign all papers, instruments and documents, elect
domicile, substitute and delegate within the limits of these powers and proceed
with any necessary action.
Twentieth-one Resolution (Powers to carry out formalities )
The general meeting - rendering its decisions pursuant to rules relating to a
quorum and a majority required for extraordinary general meetings - grants all
powers to the holder of an original, a copy or an abstract of the minutes of
this meeting to proceed with all filings and formalities wherever necessary.
Annex: By-laws
TITLE I - FORM - PURPOSE - CORPORATE NAME- REGISTERED OFFICE - TERM
ARTICLE 1 - FORM
The company shall be under form of a French societe anonyme. It shall be
governed by the legal and regulatory provisions applicable to societes anonymes,
as well as by these by-laws.
ARTICLE 2 - PURPOSE
The purpose of the company shall be, in France and abroad:
- any transactions related to: research, exploitation, studies, design,
development, tests, manufacturing, experimentation, production,
distribution, applications, technology transfers concerning components,
equipment, systems, services, implementing material and/or software related
to micro-electronics and/or optoelectronics, and/or optics, and/or
mechanics, and/or acoustics, and/or chemistry, and/or biochemistry, and/or
communications, and/or computer science, and/or artificial intelligence,
falling within the communication and leisure fields,
- directly or indirectly, on its own behalf or on behalf of third parties,
either alone or with third parties, through creation of new companies,
contributions, support, subscription to purchase securities or corporate
rights, merger, alliance, partnership or renting or letting out or
management of any goods or rights or otherwise,
- and more generally, all financial, commercial, industrial, civil, real
or movable property transactions whatsoever that may be, indirectly or
directly, connected with any of the specified purposes or with any
components of corporate property,
In particular, the company may organize a centralized cash management system
with companies having with it, either directly and/or indirectly, share capital
links, with a view to favor the optimal management both of resort to credit and
investment of cash surplus through any means complying with the applicable law
on the day of application of such system.
ARTICLE 3 - CORPORATE NAME
The company's corporate name shall be: "GENESYS".
ARTICLE 4 - REGISTERED OFFICE
The registered office shall be located at: "L'Acropole", 954/980 Avenue Jean
Mermoz, 34000 Montpellier.
The Board of Directors shall be empowered to transfer the registered office
under the conditions provided for by applicable law and regulations.
ARTICLE 5 - TERM
The term of the company shall be 99 years beginning on the date of its
registration with the Registry of Commerce and Companies, except early
dissolution or extension.
TITLE II - SHARE CAPITAL - SHARES
ARTICLE 6 - SHARE CAPITAL
The share capital shall be seventy six million four hundred and five thousand
two hundred and eighty five (76.405.285) euros. It shall be formed of fifteen
million two hundred eighty one thousand fifty seven (15,281,057) shares of par
value five (5) euros each, fully paid up and all of same class.
ARTICLE 7 - MODIFICATIONS OF THE SHARE CAPITAL
The share capital may be increased, reduced or amortized under the conditions
provided for by applicable law and regulations.
ARTICLE 8 - PAYING-UP OF THE SHARES
Any subscription of shares in cash at the time of a capital increase must come
with the payment of one quarter at least of the par value of the subscribed
shares and the aggregate issue premium, if any.
The paying-up of the remainder may occur in one or several times upon call of
the Board of Directors, within a five-year period as from the day when such
capital increase has become final.
Calls for such funds shall be notified to the subscribers at least fifteen days
before the date set for each payment, either by registered mail with return
receipt requested, or by notice published in a legal notice journal in the venue
of the registered office.
Any delay in the payment of the sums due on the unpaid-up amount of the shares
bears, automatically and without need to carry out any formality, interest at
the legal rate, from the date of payability of such sums, without prejudice to
the personal action that the company may exercise against the defaulting
shareholder and the measures for immediate enforcement provided for by the law.
ARTICLE 9 - FORM OF THE SHARES
1. Identification of shareholders
The shares shall be held in registered or bearer form, at the shareholder's
election. The shares and all other securities issued by the company must be
recorded on an account in the name of their owner pursuant to the applicable
legal and regulatory provisions.
When the owner of the securities has not his domicile on the French territory,
any intermediary may be registered on behalf of such owner. Such registration
may be carried out under form of collective account or in several individual
accounts, each corresponding to one owner.
The registered intermediary shall, when opening his account with either the
issuing company or the authorized bookkeeping financial intermediary, declare
his capacity as intermediary holding securities on behalf of another person.
With a view to the identification of holders of bearer securities, the company
may ask at any time the body in charge of clearing the securities, if any, the
name or corporate name, nationality, year of birth or incorporation and address
of the holders of securities that carry, immediately or in the future, rights to
vote at its own meetings, as well as the quantity of securities held by each of
them and the restrictions burdening such securities, if any.
Considering the list provided by the body in charge of clearing the securities,
the company may ask either such body either directly the persons appearing on
such list and who the company assumes that they may be registered on behalf of
third parties, the information regarding the owners of the securities.
In case of registered securities, the company may ask at any time the
intermediary registered on behalf of third party owners of securities to reveal
the identity of the owners of such securities.
As long as the company assumes that some holders of securities, under bearer or
registered form, and whose identity has been communicated to it are holders on
behalf of third party owners of securities, it shall be entitled to ask such
holders, under the conditions provided for below, to reveal the identity of the
owners of such securities.
At the end of the information requests referred to above, the company may ask
any legal entity holding its shares and owning interests in excess of 1/40th of
the capital or voting rights to notify to it the identity of persons directly or
indirectly holding more than one third of its capital or voting rights.
When the person being the purpose of an information request pursuant to the
provisions of this Article does not answer within the prescribed periods or
sends erroneous or incomplete information, the securities for which such person
has been registered in account will be deprived of right to vote at all
Shareholders' Meetings until the date of regularization of the identification
and the payment of dividends is postponed until such date.
2. Threshold crossing
Any individual or legal entity, acting alone or in concert with others, who will
hold or cease to hold, directly or indirectly, a portion equal to, or greater
than, 1% of the share capital or a multiple of such portion up to the threshold
of 34% of the share capital, shall be bound to notify the company, by registered
mail with return receipt requested within a period of five trading days from the
day any of such thresholds is crossed, the total number of shares and voting
rights it owns directly and in concert, as well as the number of securities
granting access in the future to the capital of the company and the voting
rights potentially attached thereto.
The intermediary registered as holder of securities shall be bound, without
prejudice to the obligations of the owners of such securities, to carry out the
declarations provided for in this Article for all the shares of the company for
which it is registered in account.
Non-compliance with the foregoing provisions shall be sanctioned by the
deprivation of the voting rights attached to the securities exceeding the
undeclared portion at all Shareholders' Meetings being held within two years
following the date of regularization of the notification provided for above, if
the application of such penalty is required by one or more shareholders holding
at least 5% of the share capital, such request being recorded in the minutes of
the Shareholders' Meeting.
ARTICLE 10 - ASSIGNMENT AND TRANSFER OF THE SHARES
The shares shall be freely negotiable. Assignments or transfers of shares shall
be carried out vis-a-vis the company and third parties by book entry from
account to account under the conditions provided for by the applicable
regulations. The provisions of this Article shall also apply to the other
securities of all nature issued by the company.
ARTICLE 11 - RIGHTS AND OBLIGATIONS ATTACHED TO THE SHARES
Each share shall entitle the holder to a part in the profits and the corporate
assets, in proportion to the portion of the capital it represents.
The shareholders may be held responsible for up to the par value of the shares
they own.
The rights and obligations attached to the share shall follow the title when it
is transferred to another person.
The ownership of a share shall automatically include the approval of the
company's by-laws and the decisions of the Shareholders' Meeting.
Heirs, creditors, assignees or other representatives of a shareholder may not
require opposition to seals on the properties and values of the company, or
request the distribution or public sale thereof, or interfere with the
instruments of its management. They must, to exercise their rights, refer to the
corporate inventories and decisions of the Shareholders' Meeting.
Each time it is necessary to own several shares to exercise any right, the
owners of isolated securities, or in a number lower than required, may exercise
such rights only provided that they take responsibility for the grouping and
possibly the purchase or sale of necessary securities.
All share entitles, during the existence of the company or upon liquidation, to
the payment of the same net amount for any allocation or reimbursement;
consequently, all the shares will be grouped as regards tax credits or
imputations, and for all taxes likely to be borne by the company, considering
their respective par value and right to exercise.
Each shareholder shall have a number of votes equal to the number of shares
which he or she owns or represent subject to the following provisions.
A double voting right shall be attributed to all shares held in registered form
and fully paid-up that are registered in the name of the same shareholder for at
least [two] years.
Double voting rights shall cease automatically upon conversion of the holding of
the shares from registered form to bearer form or transfer of their ownership,
subject to the limitations provided by law. New shares allocated to shareholders
pursuant to a capitalization of reserves, profits or issue premiums shall
benefit from the double voting right upon their issuance to the extent they
relate to shares which themselves benefit from such right.
ARTICLE 12 - INDIVISIBILITY OF SHARES - OWNERSHIP WITHOUT USUFRUCT - USUFRUCT -
PLEDGE
The shares shall be indivisible vis-a-vis the company.
Joint owners of shares must be represented with the company by only one of them
or by a sole agent, who will be appointed by a court in case of disagreement.
Except otherwise agreed and notified to the company, owners with usufruct in
respect of shares validly represent the owners without usufruct vis-a-vis the
company. However, the voting right shall belong to the owner without usufruct at
the Extraordinary Shareholders' Meetings.
The voting right shall be exercised by the owners of securities given as pledge.
TITLE III - ADMINISTRATION OF THE COMPANY - SUPERVISION
ARTICLE 13 - BOARD OF DIRECTORS - FORMATION - CHAIRMAN
1. Formation
The company shall be managed by a Board of Directors whose members are elected
by the Ordinary Shareholders' Meeting. Such Board is formed of at least three
members and at most eighteen (18), subject to the exemptions provided for by
law.
Their term of office shall be a maximum of six years. The term of office as
director shall end upon adjournment of the Ordinary Shareholders' Meeting
approving the financial statements for the past fiscal year, held in the year
during which the term of office of said director expires. Any outgoing directors
may be re-elected.
The directors may be revoked at any time by the Ordinary Shareholders' Meeting.
The directors may be individuals or legal entities.
The number of directors being more than 70 years old may not be greater than one
third of the directors in office.
The directors who are individuals may belong to boards of directors or
supervisory boards of other companies only under the conditions provided for by
law.
One or more employees may be appointed as directors pursuant to the legal and
regulatory provisions in force. An employee of the company may be appointed as
director only under the conditions provided for by law. The number of directors
bound with the company by an employment contract may not exceed one third of the
directors in office. The directors elected by the employees are not taken into
account in determining the maximum number of directors referred to in the first
paragraph of this Article.
The directors must each be the owner of at least one share. Such provision does
not apply to appointed employee shareholders, if any, who are members of the
Board of Directors pursuant to legal provisions. The directors appointed during
the existence of the company do not have to be shareholders at the time of their
appointment, but must become so within a three-month period, failing which they
are automatically deemed to resign.
2. Chairman of the Board of Directors
The Board of Directors shall elect, among its members, a Chairman and, if
necessary, several vice-chairmen.
The term of office as Chairman may not exceed that of his position as director.
He may be re-elected. The Board of Directors may revoke him at any time.
The Chairman represents the Board of Directors. He organizes and conducts the
works thereof, which he reports to the shareholders' meeting. He sees to the
good running of the company's bodies and makes sure, in particular, that the
directors are able to fulfill their assignment.
The age limit to exercise the position as Chairman is 65 years old.
3. Committees
The Board of Directors may decide the creation of committees in charge of
studying the issues that itself or its Chairman submits, for opinion only, to
their examination. It sets the composition and attributions of the committees.
They shall exercise their activity under its responsibility.
ARTICLE 14 - DELIBERATIONS OF THE BOARD OF DIRECTORS
1. Notice of meeting
The Board of Directors shall meet as often as the interest of the company
requires, upon notice given by the Chairman. The Managing Director and, in the
event that the Board of Directors was not held less than two months ago,
directors representing at least one third of the members of the Board, may also
request the Chairman to convene the Board of Directors. Outside such cases,
where the Chairman is bound by the requests sent to him, the agenda shall be
determined by the Chairman. The meeting shall take place either at the
registered office, or in any other place indicated in the notice of meeting.
In principle, the notice of meeting shall be made three days before by letter or
telex. However, in case of urgency, the convocation may be made without prior
notice and by all means, even orally. Any notice of meeting must mention the
main issues appearing in the agenda.
The meetings of the Board of Directors may, in compliance with the applicable
legal and regulatory provisions, take place by videoconference.
The Board's meeting shall be chaired by the Chairman or, failing any, by the
oldest vice-chairman or by the most senior directors. The Board shall appoint
the person who will act as secretary, who needs not be a members.
2. Quorum - Majority
For the deliberations to be valid, the effective presence of at least half of
the directors is necessary.
However, the directors taking part in the deliberations of the Board of
Directors through videoconference shall be deemed to be present for the
calculation of the quorum and majority. Such provision however does not apply to
adopt resolutions relating to the preparation of the annual financial
statements, consolidated financial statements, the management report, as well as
the report on the management of the group if not included in the annual report,
appointment or revocation of the chairman of the Board of Directors, as well as
the determination of his compensation, the determination of the compensation and
revocation of the Managing Director, the appointment and revocation, as well as
the determination of the compensation of the vice managing directors.
The decisions shall be made by a majority of the votes of the members present or
represented, each director having one vote. Each director may not represent more
than one of his/her colleagues. In case of a tie, the chairman of the meeting
has casting vote.
3. Registers and minutes
The deliberations of the Board of Directors shall be recorded in minutes drawn
up pursuant to the applicable legal and regulatory provisions and signed by the
chairman of the meeting and by one director or, in case of disability of the
chairman, by two directors.
An attendance register is held and signed by the directors attending the
meeting. The justification of the number of directors in office and their
appointment validly results, vis-a-vis third parties, from the sole statements
in the minutes of each meeting.
Copies or extracts from these minutes shall be certified by the chairman of the
Board of Directors, one managing director, the director temporarily delegated in
the office as chairman or an agent empowered in this respect.
ARTICLE 15 - POWERS OF THE BOARD OF DIRECTORS
The Board of Directors determines the orientations of the company's activity and
sees to their implementation. Subject to the powers expressly granted to the
shareholders' meetings and within the limit of the corporate purpose, it shall
deal with all issues regarding the good running of the company and settles by
its deliberations the matters related thereto.
In the relations with third parties, the company shall be held responsible even
by acts of the Board of Directors that do not fall within the corporate purpose,
unless it brings evidence that the third party knew that the act was exceeding
this purpose or that it could not ignore it given the circumstances, the sole
publication of the by-laws being not sufficient to bring evidence.
The Board of Directors proceeds to all such supervisions and controls as it may
deem appropriate. Each director receives all information necessary to fulfill
his assignment and may be communicated all such documents as he may deem useful.
ARTICLE 16 -GENERAL MANAGEMENT -
Either the chairman of the Board of Directors, or any individual chosen among
its members and appointed as Managing Director shall assume, under his
responsibility, the general management of the company.
The choice between the two conditions of exercise of the general management is
made by the Board of Directors at the time of appointment of its Chairman. The
option retained by the Board of Directors may be challenged only at the time of
renewal or replacement of the chairman of the Board of Directors or upon
expiration of the term of office of the Managing Director. The shareholders and
third parties are informed thereof pursuant to the applicable legal and
regulatory provisions.
In the event that the Chairman exercises the office as Managing Director, the
provisions of these by-laws relating to the latter apply to him.
The Managing Director may be revoked at any time by the Board of Directors. If
the revocation is decided without fair ground, it may result in damages, unless
he assumes the position as chairman of the Board of Directors.
The Managing Director shall have the most extended powers to act under all
circumstances in the name of the company. He exercises such powers within the
limit of the corporate purpose and subject to the powers expressly granted by
the law to the shareholders' meetings and to the Board of Directors. The
Managing Director represents the company in its relations with third parties.
The company shall be held responsible even by acts of the Managing Director that
do not fall within the corporate purpose, unless the company brings evidence
that the third party knew that the act was exceeding this purpose or could not
ignore it given the circumstances. The provisions of the by-laws or the
decisions of the Board of Directors limiting the powers of the Managing Director
are not enforceable vis-a-vis third parties. The Managing Director may be
authorized by the Board of Directors to grant security, endorsement and
guarantees given by the company under conditions and within limits set by the
applicable regulations. A Managing Director who is an individual may exercise
another position as managing director only under the conditions provided for by
law.
Upon proposal of the Managing Director, the Board of Directors may appoint one
or several vice-managing directors, within the limit of five. The vice-managing
director(s) may be chosen among the members of the board or outside them. They
may be revoked at any time by the board upon proposal of the Managing Director.
If the revocation is decided without fair ground, it may result in damages. When
the Managing Director ceases to exercise or cannot exercise such position, the
vice-managing director(s) shall remain in office and shall keep their
attributions until the appointment of the new Managing Director, unless
otherwise decided by the board. In agreement with the Managing Director, the
Board of Directors determines the scope and term of the powers entrusted to the
vice-managing directors. The vice-managing directors shall have vis-a-vis third
parties the same powers as the Managing Director.
ARTICLE 17 - CORPORATE OFFICERS AND MANAGERS
The Ordinary Shareholders' Meeting may grant to the directors, as attendance
fees, a sum set each year and which amount is charged to operating expenses of
the company.
The Board of Directors shall divide this compensation among its members as it
wishes.
The Board of Directors sets the amount and conditions of the compensation of the
Chairman and of the Managing Director or vice-managing director(s), if any.
The Board of Directors may grant exceptional compensation for assignments or
agencies entrusted to directors; in such case, such compensation shall be
charged to operating expenses and submitted to the approval of the Ordinary
Shareholders' Meeting.
No other compensation may be granted to the directors unless they are bound with
the company by an employment contract under the conditions authorized by law.
ARTICLE 18 - AGREEMENTS BETWEEN THE COMPANY AND A DIRECTOR, A MANAGING DIRECTOR
OR A SHAREHOLDER
Any agreement entered into, either directly or through an intermediary, between
the company and a member of the Board of Directors, a managing director or a
vice-managing director shall be submitted to the prior authorization of the
Board of Directors.
Any agreement entered into, either directly or through an intermediary, between
a shareholder having a portion of voting rights greater than 5% or, in case of a
company shareholder, the company controlling it, shall be submitted to the prior
authorization of the Board of Directors.
The same applies for agreements in which any of the persons referred to in the
previous paragraphs is indirectly interested or in which it deals with the
company through an intermediary.
The same applies for agreements between the company and another undertaking, in
the event that any of the directors or managing directors or vice-managing
directors of the company is the owner, unlimited partner, manager, director,
managing director, member of the supervisory board or managing board of the
undertaking, or generally senior managers of such undertaking.
The foregoing provisions do not apply to agreements relating to usual
transactions of the company and entered into under normal conditions. However,
the interested person shall communicate such agreements to the chairman of the
Board of Directors. The president shall communicate the list and purpose of said
agreements to the members of the Board of Directors and the statutory auditors.
Any shareholder company having more than 5% of the voting rights of the company
shall undertake to request to any company by which it is controlled or which it
controls to inform of such situation the company prior to entering into with the
latter an agreement submitted to the provisions of this Article.
The interested director, managing director, vice-managing director or
shareholder shall be bound to inform the Board of Directors as soon as he has
knowledge of an agreement submitted to authorization. He may not take part in
the vote on the requested authorization.
Such agreements shall be authorized under the conditions provided for by law.
ARTICLE 19 - STATUTORY AUDITORS
Audit of the company's financial statements shall be carried out by two
statutory auditors and two alternate auditors who shall be appointed and shall
exercise their assignment pursuant to the law.
TITLE IV - SHAREHOLDERS' MEETINGS
ARTICLE 20 - SHAREHOLDERS' MEETINGS
Collective decisions of shareholders shall be taken in Shareholders' Meetings,
which are qualified as Ordinary, Extraordinary or Special according to the
nature of the decisions they are called to make.
Special Meetings gather the holders of shares of a determined class to rule on
any modification to the rights of the shares of this class. These Meetings shall
be convened and shall rule under the same conditions as the Extraordinary
Shareholders' Meetings.
Any Shareholders' Meeting duly constituted represents all of the shareholders.
The deliberations of the Shareholders' Meeting shall be binding upon all
shareholders, even absent, dissidents or incapable.
ARTICLE 21 - NOTICE - AGENDA
Shareholders' Meeting shall be convened and shall rule under the conditions
provided for by law. The meetings shall take place either at the registered
office, or in any other place specified in the notice of meeting.
The agenda of the Meetings shall be decided by the author of the notice of
meeting.
One or more shareholders, representing at least the portion of share capital set
by law and acting under the legal conditions and time periods, shall have the
possibility to require, by registered mail with return receipt requested, that
draft resolutions be mentioned in the agenda of the Meeting.
The Shareholders' Meeting may not decide on any issue that is not mentioned in
the agenda, which may not be modified upon second notice of meeting. However, it
may, under all circumstances, revoke one or more directors and carry out their
replacement.
ARTICLE 22 - ACCESS - POWERS - QUORUM
Any shareholder shall be entitled, upon justification of his/her identity, to
take part in the Shareholders' Meetings either by attending them personally,
under the conditions set by the laws and regulations, by sending back their
proxy and paper mail votes or upon decision of the Board of Directors
published in the notice of meeting or in the notice of publication, by remote
transmission under the conditions set by said notice.
Such right to attend the Shareholders' Meetings shall be exercised, subject
to:
- - for the holders of registered shares, a nominal registration in the
company's registers;
- - for the holders of bearer shares, the filing, in the places mentioned in the
notice of meeting, of a certificate delivered by a bookkeeping authorized
intermediary certifying that their shares are registered in a blocked account
until the date of the meeting.
These formalities shall be carried out two days at least before the meeting.
However, the Board of Directors may reduce or suppress this period.
The owners of shares registered in account in the name of their intermediary may
be represented to the shareholders' meetings by such intermediary.
In case of a vote by mail, for purpose of calculating the quorum, only the forms
received by the company before the Meeting, under the conditions set by
regulations, shall be taken into account.
Shall be deemed present for the calculation of the quorum and the majority the
shareholders who, upon decision of the Board of Directors to resort to such
telecommunication means, take part in the meeting through videoconference or
through other telecommunication means enabling their identification under the
conditions provided for by law and regulations.
ARTICLE 23 - ATTENDANCE SHEET - OFFICERS OF THE MEETING - MINUTES
In each Meeting an attendance sheet shall be kept including the indications
required by law. This attendance sheet, duly initialed by the shareholders
present and the agents and to which is attached the powers granted to each agent
and any votes by mail, shall be certified true by the officers of the meeting.
The Meetings shall be chaired by the chairman of the Board of Directors or, if
he is absent, by a vice-chairman or by a director specifically delegated for
this purpose by the Board. If the Meeting is convened by the statutory
auditor(s), the meeting shall be chaired by one of them. In all events, failing
any person empowered or appointed to chair the Meeting, the latter shall elect
its chairman.
The position as tellers shall be exercised by the two shareholders, who are
present and who accept it, having both by themselves and as agents, the largest
number of votes. The officers of the meeting so gathered shall appoint a
secretary who needs not be a shareholder. The assignment of the officers of the
meeting shall be to supervise, certify and sign the attendance sheet, to ensure
the good holding of the discussions, to rule on disputes during the meeting, to
verify the expressed votes and to ensure the regularity thereof and to see to
the drawing up of minutes.
Minutes shall be drawn up and copies or extracts from the discussions shall be
delivered and certified pursuant to the law.
ARTICLE 24 - ORDINARY SHAREHOLDERS' MEETING
The Ordinary Shareholders' Meeting is the meeting called to make all decisions
that do not amend the by-laws.
It must be held at least once a year within the applicable legal and regulatory
time-periods, to approve the financial statements for the previous fiscal year
and the consolidated financial statements, if any.
Its powers shall include, in particular, the following:
- - To approve, modify or reject the financial statements submitted to it;
- - To rule on the consolidated financial statements;
- - To rule on the distribution and allocation of the profits by complying with
the statutory provisions;
- - To appoint and revoke the directors and statutory auditors;
- - To approve or reject the appointment of directors provisionally carried out
by the Board of Directors;
- - To rule on the special report of the statutory auditors concerning the
agreements submitted to the prior authorization of the Board of Directors;
- - To authorize the issuance of bonds which are non convertible or non
exchangeable against shares, as well as the constitution of real security
interests that might be granted to them.
The Ordinary Shareholders' Meeting validly rules, upon first notice of meeting,
only if the shareholders, present, represented or having voted by mail own at
least one fourth of the shares having voting rights. Upon second notice of
meeting, no quorum is required.
It shall rule upon majority of the votes held by the shareholders present or
represented, including the shareholders having sent votes by mail.
ARTICLE 25 -EXTRAORDINARY SHAREHOLDERS' MEETINGS
The Extraordinary Shareholders' Meeting is the only one empowered to modify any
provision of the by-laws. However, it may not increase the commitments of the
shareholders, subject to the transactions resulting from an exchange or
regrouping of shares duly approved and carried out.
The Extraordinary Shareholders' Meeting acts validly only if the shareholders
present, represented or having sent a vote by mail, own at least, upon first
notice of meeting, one third and, upon second notice of meeting, one fourth of
the shares having voting rights. Failing this latter, the second meeting may be
postponed to a subsequent date no later than two months after the meeting for
which it had been convened.
The Extraordinary Shareholders Meeting shall adopt resolutions upon a two thirds
majority of the votes held by the shareholders present or represented, including
the shareholders having sent votes by mail.
ARTICLE 26 -COMMUNICATION RIGHT OF THE SHAREHOLDERS
Each shareholder shall be entitled to receive the documents necessary for
him/her to decide with full knowledge and to pass an informed judgement on the
management and conduct of the company.
The nature of these documents and the conditions of sending or availability
shall be determined by applicable law.
TITLE V - ANNUAL FINANCIAL STATEMENTS - DISTRIBUTION OF PROFITS
ARTICLE 27 - FISCAL YEAR
The fiscal year shall last twelve months. It shall begin on January 1 and end on
December 31.
ARTICLE 28 - INVENTORY - ANNUAL FINANCIAL STATEMENTS
A regular accounting of the corporate transactions shall be kept in accordance
with law.
Upon closing of each fiscal year, the Board of Directors shall draw up the
inventory of the various assets and liabilities existing on such date.
It shall also draw up the balance sheet describing the assets and liabilities
and distinctly showing the equity capital, the profit and loss accounts
summarizing the proceeds and expenses of the fiscal year, as well as notes
completing and commenting the information given by the balance sheet and the
profit and loss account, as well as the consolidated financial statements.
The necessary amortization and reserves shall be carried out, even in case of
absence or insufficiency of the profit. The amount of the commitments secured,
endorsed or guaranteed by the company shall be mentioned after the balance
sheet.
The Board of Directors shall prepare a management report on the business of the
company during the past fiscal year, its foreseeable evolution, the material
events that have occurred between the date of closing of the fiscal year and the
date on which it is drawn up, and its research and development activities.
The report of the Board of Directors shall give an account of the aggregate
compensation and benefits in kind paid during the fiscal year to each corporate
officer by the company, as well as the companies controlled by it.
If necessary, the consolidated financial statements and a management report of
the Group shall also be drawn up at the Board of Directors' diligence and
presented to the Ordinary Shareholders' Meeting.
ARTICLE 29 - DETERMINATION - ALLOCATION AND DISTRIBUTION OF PROFITS
The profit and loss account summarizing the proceeds and expenses of the fiscal
year shall show the amount, after deducing the amortization and reserves, of the
profit for the fiscal year.
From the profit of the fiscal year reduced by prior losses, if any, at least 5 %
shall be withdrawn to create a legal reserve fund. This withdrawal is no longer
required when the reserve fund reaches one-tenth of the share capital; it is
required once again when, for any reason whatsoever, the legal reserve has
decreased below this one-tenth.
The distributable profits shall be the profits reduced by any prior losses and
the amounts allocated to the reserve, pursuant to the law and the by-laws, and
increased by any profits carried forward.
These profits shall be distributed among all shareholders in proportion to the
number of shares belonging to each of them. The Shareholders' Meeting may decide
the distribution of amounts withdrawn on the reserves that are available to it,
by expressly indicating the items of the reserve on which the withdrawals are
carried out.
However, dividends shall be in priority withdrawn from the profits of the fiscal
year. Other than in case of capital reduction, no distribution may be made to
shareholders when the equity capital is or would become further to it, lower
than the minimum amount of the capital increased by reserves which, according to
the law or the by-laws, may not be distributed. The difference of reassessment
may not be distributed. It may be fully or partially incorporated in the
capital.
However, after deducting the reserved amounts, pursuant to the law, the
Shareholders' Meeting may withdraw any such amount as it may deem appropriate to
allocate to any facultative, ordinary or extraordinary reserve funds, or may
carry amounts forward.
ARTICLE 30 - TERMS AND CONDITIONS OF PAYMENT OF THE DIVIDENDS - INTERIM
DIVIDENDS
The Shareholders' Meeting shall have the power to grant to each shareholder, for
all or part of the distributed dividend, an option to receive the payment of the
dividend in shares, under the legal conditions, or in cash.
The terms and conditions of payment of the dividends in cash shall be determined
by the Shareholders' Meeting or, failing any, by the Board of Directors.
The payment of the dividends in cash shall take place within a maximum of nine
months after the end of the fiscal year, unless extension of this period by
court authorization.
However, when a balance sheet, drawn up during or at the end of the fiscal year
and certified by a statutory auditor, shows that the company, since the closing
of the previous fiscal year, after constitution of the necessary amortization
and reserves and deduction of the prior losses, if any, as well as the reserved
amounts, pursuant to the law or the by-laws, has realized a profit, interim
dividends may be distributed before the approval of the financial statements for
the fiscal year. The amount of these interim dividends may not exceed the amount
of the profit so defined.
No recovery of dividend may be made from the shareholders except when the
distribution has been made in breach of the legal provisions and that the
company brings evidence that the beneficiaries knew the irregular nature of this
distribution at the time it was made or could not ignore it. If necessary, the
proceedings for recovery are forfeited unless brought three years after the
payment of these dividends.
Dividends not claimed within five years after their payment shall be forfeited.
TITRE VI - DISSOLUTION - LIQUIDATION - DISPUTES
ARTICLE 31 - DISSOLUTION - LIQUIDATION
Other than pursuant to dissolution by a court in accordance with law, the
company shall be dissolved upon expiration of the term set by the by-laws or by
decision of the Extraordinary Shareholders' Meeting.
One or more liquidators shall be then appointed by this Extraordinary
Shareholders' Meeting under the quorum and majority conditions provided for the
Ordinary Shareholders' Meetings.
The liquidator shall represent the company. He shall have full powers to sell
off the assets, even amicably. He is empowered to pay the creditors and
distribute the available remainder.
The Shareholders' Meeting may authorize him to carry on the current business or
to enter into new business for the purposes of the liquidation.
The distribution of the net assets remaining after reimbursement of the par
value of the shares shall be made between the shareholders in the same
proportions as their equity capital.
ARTICLE 32 - DISPUTES
Any and all disputes that may arise out during the term of the company or its
liquidation, either between shareholders, directors and the company, or among
the shareholders themselves, relating to corporate business, shall be settled
pursuant to the law and submitted to the courts having jurisdiction in the venue
of the registered office.
GENESYS S.A.
Instructions to THE BANK OF NEW YORK, as Depositary
(Must be received prior to the close of business on June 10, 2002)
The undersigned holder of American Depositary Receipts hereby requests
and instructs The Bank of New York, as Depositary, to endeavor, insofar as
practicable, to vote or cause to be voted the Deposited Securities represented
by such Receipts registered in the name of the undersigned on the books of the
Depositary as of the close of business on May 9, 2002 at the Genesys S.A.
Ordinary and Extraordinary Shareholders' Meeting to be held on June 17, 2002
with respect to the resolutions specified in the enclosed Notice of Meeting.
Notes:
1. Instructions as to voting on the specified resolutions should be indicated by
an "X" in the appropriate box.
2. It is understood that, if this form is not signed and returned, the
Depositary will not vote for such items.
GENESYS S.A.
P.O. BOX 11230
NEW YORK, N.Y. 10203-0230
To change your address, please mark this box.
To include any comments, please mark this box.
Please complete and date this proxy on the reverse side
and return it promptly in the accompanying envelope.
Please Detach Proxy Card Here
..................................................................................
X
Mark, Sign, Date and Return Votes must be indicated
[ ] the Proxy Card Promptly (x) in Black or Blue ink.
Using the Enclosed Envelope.
FOR AGAINST FOR AGAINST FOR AGAINST FOR AGAINST FOR AGAINST
1. 6. 11. 16. 21.
2. 7. 12. 17.
3. 8. 13. 18.
4. 9. 14. 19.
5. 10. 15. 20.
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SCAN LINE
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The Voting Instructions must be signed by the
person in whose name the relevant Receipt is
registered on the books of the Depositary. In
the case of a Corporation, the Voting
Instructions must be executed by a duly
authorized Officer or an Attorney.
Date Share Owner sign here Co-Owner sign here
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: July 10, 2002
GENESYS SA
By: /s/ Francois Legros
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Name: Francois Legros
Title:Chairman and Chief Executive Officer