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
February 19, 2003
Commission file number 0-28526
GENSET S.A.
(Exact name of registrant as specified in its charter)
6, Place de la Madeleine
75008 Paris, 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 if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1):____
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7):____
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-_______________.
This Report of Genset S.A. contains the English translation of the
following documents:
o Notice of Meeting relating to a meeting of Genset shareholders to
be held on March 4, 2003, including the text of proposed
resolutions to be discussed at the meeting, as published in the
Bulletin des Annonces Legales Obligatoires on January 24, 2003
pursuant to French law; and
o Notice of Convocation relating to a meeting of Genset
shareholders to be held on March 4, 2003, as published in the
Bulletin des Annonces Legales Obligatoires on February 17, 2003
pursuant to French law.
Because the Amended and Restated Deposit Agreement, dated as of April
10, 1998, among Genset, The Bank of New York, as depositary, and the Owners and
beneficial owners of the American Depositary Receipts ("ADRs") issued thereunder
was terminated as of December 27, 2002, ADR holders are notified that they may
not participate in the meeting of shareholders to which the above notices refer.
ADR holders wishing to participate in the meeting must surrender their ADRs,
withdraw the shares evidenced by the ADRs, and record their shares as described
in the Notice of Convocation at least five days before the date of the meeting.
GENSET
A French societe anonyme with a capital of (euro) 24,697,050
Registered office: PLM 6, place de la Madeleine - 75008 PARIS
Registry of Commerce and Companies of PARIS 351 723 440
NOTICE OF MEETING
Shareholders are informed that they are convened on Tuesday, March 4, 2003, at
9:00 a.m., at Hotel Mercure Paris Porte de Versailles, 69 Boulevard Victor,
75015 Paris, to the Ordinary and Extraordinary Shareholders' Meeting in order to
consider the following agenda and resolutions:
AGENDA
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I - Ordinary Shareholders' Meeting
o Ratification of the provisional appointment of Mr. Giampiero de Luca as
director;
o Ratification of the provisional appointment of Mr. Silvano Fumero as director;
o Ratification of the provisional appointment of Mr. Pierre Douaze as director;
o Ratification of the decision to transfer the registered office to 6, place de
la Madeleine, 75008 Paris.
II - Extraordinary Shareholders' Meeting
o Reading of the Board of Directors' report;
o Reading of the Statutory Auditors' special reports;
o Amendments to Article 6 of the Company's bylaws;
o Decision to transfer the registered office to Route Nationale 7, 91030 Evry
Cedex;
o Authorization to the Board of Directors to issue shares and/or investment
certificates, as well as any other securities giving access, immediately or in
the future, to shares or investment certificates of the Company, up to a
maximum nominal value of (euro) 50 million;
o Authorization to the Board of Directors to use all or part of the delegation
entrusted by the previous authorization to issue shares and/or securities
giving access to the share capital without shareholders' preferential
subscription rights;
o Authorization to the Board of Directors to increase the share capital through
capitalization of reserves, earnings, premiums, or other amounts, the
capitalization of which would be admitted, up to the maximum limit referred to
above;
o Delegation of authority to the Board of Directors to increase the Company's
share capital in favor of the employees of the Company or affiliated
companies, in connection with a company savings plan (PEE - Plan Epargne
Entreprise) or a voluntary contributory employee savings plan (PPESV - Plan
Partenarial d'Epargne Salariale Volontaire), up to an annual maximum amount of
100,000 new shares;
o Powers.
TEXT OF PROPOSED RESOLUTIONS
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I - Ordinary shareholders' meeting
First Resolution (Ratification of the provisional appointment of Mr. Giampiero
de Luca as director) - The Shareholders' Meeting resolves to ratify the
appointment made provisionally by the Board of Directors during its meeting held
on October 23, 2002, of Mr. Giampiero De Luca as director to replace Mr. Edmund
Olivier de Vezin, resigning director, for the remaining term of office of his
predecessor, i.e. until the adjournment of the Shareholders' Meeting called to
rule on the financial statements for the fiscal year ending December 31, 2007.
Second Resolution (Ratification of the provisional appointment of Mr. Silvano
Fumero as director) - The Shareholders' Meeting resolves to ratify the
appointment made provisionally by the Board of Directors during its meeting held
on October 23, 2002, of Mr. Silvano Fumero as director to replace Mr. Dominique
Vernay, resigning director, for the remaining term of office of his predecessor,
i.e. until the adjournment of the Shareholders' Meeting called to rule on the
financial statements for the fiscal year ending December 31, 2006.
Third Resolution (Ratification of the provisional appointment of Mr. Pierre
Douaze as director) - The Shareholders' Meeting resolves to ratify the
appointment made temporarily by the Board of Directors during its meeting held
on October 23, 2002, of Mr. Pierre Douaze as director to replace Mr. Martyn
Greenacre, resigning director, for the remaining term of office of his
predecessor, i.e. until the adjournment of the Shareholders' Meeting called to
rule on the financial statements for the fiscal year ending December 31, 2004.
Fourth Resolution (Ratification of the decision to transfer the registered
office to 6, place de la Madeleine, 75008 Paris) - The Shareholders' Meeting
resolves to ratify the decision of the Board of Directors at its meeting held on
October 23, 2002, to transfer the registered office to 6 place de la Madeleine
in Paris by domiciling Genset at Publicite Legale Madeleine, for a limited
time-period.
II - Extraordinary Shareholders' Meeting
Fifth Resolution (amendment to the bylaws) - The Shareholders' Meeting ruling
under the quorum and majority conditions required for Extraordinary
Shareholders' Meetings, having read the Board of Directors' Report, hereby
resolves to amend Article 6 of the bylaws (Share Capital), by deleting
paragraphs 6.3 and 6.4.
Sixth Resolution (amendment to the bylaws) - The Shareholders' Meeting ruling
under the quorum and majority conditions required for Extraordinary
Shareholders' Meetings, having read the Board of Directors' Report, hereby
resolves to transfer the company's registered office to the following address:
Route Nationale 7, 91 030 Evry cedex and to amend consequently Article 4 of the
bylaws (Registered Office) by indicating such new address as the one of the
registered office.
Seventh Resolution (general delegation to increase the share capital) - The
Shareholders' Meeting, ruling under the quorum and majority conditions required
for Extraordinary Shareholders' Meetings, having read the Board of Directors'
Report and the Statutory Auditors' Special Report:
1. hereby delegates to the Board of Directors, in accordance with the
provisions of paragraph 3 of Article L225-129-III of the French Commercial
Code, all powers necessary to carry out, on one or more occasions, at the
time or times and in proportions it shall determine, both in and outside
France, to issue shares and/or investment certificates as well as any
securities giving access, immediately or in the future, to shares or
investment certificates of the Company;
2. hereby resolves that the amount of the share capital increases that may be
carried out, immediately and/or in the future, pursuant to this delegation,
shall not in the aggregate exceed a cumulated nominal value of (euro) 50
million, to which shall be added the nominal amount of shares and/or
investment certificates to be issued in addition in order to protect the
rights of holders of securities entitling to shares and/or investment
certificates, in accordance with the law;
In particular, resolves:
o that all of the capital increases that may occur under this general
delegation may take the form of the issue of preferred shares. The
preferences attached to such shares may consist of a priority dividend
charged to distributable earnings prior to any other allocation and any
distribution with respect to ordinary shares and/or priority redemption of
preferred shares prior to ordinary shares and/or a priority right with
respect to the Company's liquidation dividend;
o that, under this delegation, the amount of the capital increase resulting
from the issue of investment certificates, immediately or in the future,
shall at no time exceed 25% of the amount of the capital (such percentage to
be calculated taking into consideration the issue of investment certificates)
on the day the investment certificates are issued;
3. hereby further resolves that the nominal value of the debt securities
entitling immediately or in the future to a portion of the share capital,
which may be issued pursuant to this delegation, shall not exceed (euro)
100,000,000, or its equivalent in foreign currency or in units of account
established by reference to a basket of currencies;
4. hereby further resolves to authorize the Board of Directors to take any
steps that may be necessary to protect the rights of holders of securities
entitling to shares, existing on the day of the capital increase;
5. hereby resolves that the Shareholders may exercise, under the conditions
provided for by law, their preferential subscription right for a whole
number of shares. Furthermore, the Board of Directors shall have the right
to grant to the Shareholders the right to subscribe to a number of
securities not a whole number greater than the number they could subscribe
to as a whole number, in proportion to the subscription rights they have
and, in any event, within the limits of their requests;
If the subscriptions for whole numbers and for less than whole numbers, as
the case may be, do not account for all of an issue of securities, the
Board of Directors may implement, in such order as it may determine, any
of the procedures described below:
o Limit the issue to the amount of subscriptions received, provided that they
amount to at least three-quarters of the issue decided;
o Freely allocate all or part of the securities which were not subscribed to on
a whole-number basis, or for less than a whole number, as the case may be;
o Make a public offering of all or part of the securities not subscribed to, on
the French, foreign and/or international markets;
6. hereby determines and resolves that, to the extent necessary, this
delegation shall automatically include the right to waive the preferential
subscription rightsof the Shareholders, if any, in favor of holders of
securities giving access to shares and/or investment certificates of the
Company that might be issued in the future to any shares and/or investment
certificates to which such securities entitle; and hereby expressly
resolves to waive the Shareholders' preferential subscription right to new
shares or investment certificates issued upon exercise of the warrants or
investment certificates referred to in Article L228-95 of the French
Commercial Code or by conversion of debt securities;
7. hereby resolves that the amount received or to be received by the Company
for each of the shares and/or investment certificates issued under this
delegation, shall be equal to at least 80% of the average trading price of
the Company's shares during 10 consecutive trading days chosen from among
the last 20 trading days prior to the beginning of the issue of the
aforementioned securities, after correction to take into consideration the
difference, if any, in the effective date of the right to receive
dividends;
8. hereby resolves that, with respect to the issue of debt securities with
warrants, debt securities exchangeable for shares or investment
certificates, or convertibles bonds, that the subscription price of such
securities shall be determined by the Board of Directors based on the price
of the Company's shares as defined in paragraph 7 above;
9. hereby resolves that the Board of Directors shall have all powers to
implement this delegation (with the right to sub-delegate to the Chairman
under the legal and regulatory conditions), in particular, in order to
determine the dates and terms and conditions of the issues, as well as the
form and characteristics of the securities to be issued; decide on the
terms and conditions and issuance prices; set the amounts to be issued in
euros, foreign currency or units of account set by referring to a basket of
currencies, as the case may be; and in compliance with applicable law,
determine the effective date, with or without retroactive effect, of the
securities to be issued and, if applicable, the conditions of repurchasing
them, suspending, if applicable, the exercise of the share allotment rights
attached to securities to be issued within a time-period not exceeding
three months; determine the terms and conditions under which the rights of
holders of securities giving access to the share capital shall be
protected, as the case may be, in compliance with the legal and regulatory
provisions; make any charges against the share issuance premium(s), if
necessary, and, in particular, those relating to expenses incurred in the
making of the issues; and generally take any steps, enter into any
agreements to ensure the proper completion of the contemplated issues and
determine the capital increase(s) resulting from any issue completed by
using this delegation and correlatively amend the bylaws;
In the event of an issue of debt instruments giving right, immediately or
in the future, to a portion of the share capital, the Board of Directors
shall have all powers, in particular, to decide whether they will be
subordinate or not, determine their interest rate, currency, term, which
may be indefinite, redemption price, fixed or variable, with or without
premium, the terms and conditions of amortization based on market
conditions and the terms and conditions under which such securities shall
entitled to Company's shares;
10. hereby resolves that this delegation shall supersede the prior delegation
relating to the immediate or future issue of company's shares decided by
the eleventh resolution of the Extraordinary Shareholders' Meeting held on
June 26, 2002;
11. The delegation hereby granted to the Board of Directors shall be valid for
a term of twenty-six months from this meeting.
Eighth Resolution (global delegation to increase the share capital without
preferential subscription rights) - The Shareholders' Meeting, ruling under the
quorum and majority conditions required for Extraordinary Shareholders'
Meetings, having read the Board of Directors' Report and the Statutory Auditors'
Special Report:
1. hereby delegates to the Board of Directors, in accordance with the
provisions of paragraph 3 of Article L225-129-III of the French Commercial
Code, the powers necessary to use, in whole or part, the delegation granted
to it by the previous resolution to issue, without preferential
subscription rights and by way of a public offering, the securities
provided for in such resolution, up to the maximum nominal capital amount
of (euro) 50 million;
2. in connection with such delegation, resolves to suppress the shareholders'
preferential subscription right to securities to be issued by way of a
public offering; provided, however, that the Board of Directors may grant
such shareholders a priority right to all or part of the issue for the
time-period and according to any such conditions as it may determine. Such
priority right shall not give rise to the creation of negotiable rights;
3. hereby resolves that the amount received or to be received by the Company
for each of the shares and/or investment certificates issued under this
delegation shall be at least equal to the average trading price of the
Company's shares during 10 consecutive trading days chosen among the last
20 trading days prior to the beginning of the issue of the aforementioned
securities, after correction of such average to take into consideration the
difference, if any, in the effective date;
4. hereby resolves that the Board of Directors may use this delegation, in
whole or in part, to exchange for securities tendered in a public exchange
offer undertaken by the Company, within the limits, and under the terms and
conditions prescribed by law;
5. hereby resolves that this delegation shall supersede the delegation to
issue, either immediately or in the future, shares of the Company without
preferential subscription rights granted by the Extraordinary Shareholders'
Meeting held on June 26, 2002, in the twelfth resolution thereof;
The delegation hereby granted to the Board of Directors shall be valid for a
term of twenty-six months from the date of this Meeting, except in the event of
an issue of shares or securities which do not carry the same rights as
previously issued shares, or securities, in which case the provisions of Article
L225-137 of the French Commercial Code shall apply.
Ninth Resolution (general delegation to increase the share capital through
capitalization of reserves, earnings, premiums, or otherwise) - The
Shareholders' Meeting, ruling under quorum and majority conditions required for
ordinary shareholders' meetings and having read the Board of Directors' report:
1. hereby delegates to the Board of Directors the necessary authority to carry
out a capital increase, on one or more occasions, in the proportions and at
the times it deems appropriate, though capitalization of reserves,
earnings, premiums, or other amounts the capitalization of which is
permissible, or else through a capital increase in cash carried out
pursuant to the previous resolutions and in the form of an award of free
shares, or increase in the par value of existing shares, or both;
2. hereby resolves that the amount of the capital increases that may be
undertaken pursuant hereto shall not exceed (euro) 50 million and state
that the amounts set forth in the previous two resolutions and this
resolutions shall not be cumulative;
3. hereby resolves that the Board of Directors shall have all power to
implement this delegation of authority, including, but not limited to, all
power to:
o determine all terms and conditions of the authorized transactions and, in
particular, decide the amount and type of reserves or premiums to be
capitalized, deciding the number of new shares to be issued in euros, or
the amount by which the par value of existing shares shall be increased;
establish the date, which may be retroactive, as of which the new shares
shall be effective, or the date as of which the increase in par value
shall be effective; and make any charges against the share premium(s), if
any, including, but not limited to, for expenses connected with the
undertaking of such issues;
o decide, as an exception to the provisions of Article L225-149 of the
French Commercial Code, that the rights producing fractional shares, if
any, shall not be negotiable, and that the related shares shall be sold,
with the amounts resulting from the sale to be awarded to the owners of
the rights no later than 30 days after recording in their accounts the
whole number of shares awarded;
o take all steps for the purpose of protecting the rights of the owners of
securities entitling to existing shares on the day of the capital
increase;
o take all appropriate steps and make all agreements to ensure the proper
completion of the contemplated transaction(s) and, generally, do all that
may be necessary to carry out all instruments and formalities required for
the purpose of finalizing the capital increase(s) which may be carried out
under this delegation, as well as making all related amendments to the
By-Laws;
4. hereby resolves, to the extent necessary, that this delegation shall
supersede the previous delegation decided by the thirteenth resolution of
the Extraordinary Shareholders' Meeting held on June 26, 2002.
5. The delegation thus granted to the Board of Directors shall be valid for
twenty-six months from the date of this Shareholders' Meeting.
Tenth Resolution (authorization to increase the share capital in favor of
employees) - The Shareholders' Meeting, ruling under the quorum and majority
conditions required for extraordinary shareholders' meeting, having read the
Board of Directors' Report and the Statutory Auditors' Special Report as
provided under Articles L443-1 et seq. of the French Labor Code and Article
L225-138 of the French Commercial Code and in compliance with Article L225-129
VII of such Code:
1. hereby grants to the Board of Directors, until the Annual Shareholders'
Meeting called to rule on the financial statements for the fiscal year
ending December 31, 2003, and in any event no later than the end of the
period set forth in Article L225-138 IV 3 of the French Commercial Code,
all powers to increase the Company's share capital, on one or more
occasions, at its discretion, up to a maximum annual amount of 100,000 new
shares, par value 3 euros each, by issuing shares or other securities
granting access to Company's capital reserved to members of a Company
Savings Plan (Plan d'Epargne Entreprise) or a Voluntary Contributory
Company Savings Plan (Plan Partenarial d'Epargne Salariale Volontaire) of
the Company and the French or non-French subsidiaries of the Group that may
be eligible therefor as provided by law;
2. hereby resolves that the Board of Directors may provide for the award
without consideration of shares or other securities granting access to the
Company's capital, provided, however, that the total benefit resulting from
such award and the discount, if any, from the subscription price may not
exceed legal and regulatory limits;
3. hereby resolves that the issue price for new shares and other securities
granting access to the Company's capital shall be decided by the Board of
Directors in compliance with applicable law and regulations;
4. hereby resolves that the characteristics of the other securities granting
access to the Company's capital shall be decided by the Board of Directors
under terms and conditions set by applicable regulations; and
5. hereby resolves to waive the preferential subscription right of
Shareholders to securities and waive to any right to shares without
consideration to be issued pursuant hereto in favor of the beneficiaries
mentioned above.
The shareholders hereby grant all power to the Board of Directors to implement
this delegation, including, but not limited to, providing for the time periods
for paying in the par value of the shares and other securities, if any; granting
access to the Company's capital; establishing the terms and conditions of the
transactions; deciding on the dates and terms and conditions of the issues that
will be undertaken pursuant to this delegation; establishing the opening and
closing dates for subscription periods, the effective dates, the terms and
conditions for paying in the par value of the shares and the other securities
granting access to the Company's capital; and applying for listing of the
securities on stock exchanges anywhere it may deem advisable.
The Board of Directors shall also have power, with the power to grant
sub-delegations to its Chairman, to determine the completion of the capital
increases up to the amount of shares which may actually be subscribed, directly
or through an agent, all transactions or formalities related to capital
increases and, if it deems it appropriate in its sole discretion, charge against
the amount of the issue premiums related to such issues the expenses of the
capital increases and to deduct the amounts necessary to increase the legal
reserve to one tenth of the new capital after each increase.
The Shareholders hereby resolves that this authorization shall supersede the
fourteenth resolution adopted at the Extraordinary Shareholders' Meeting of the
Company held on June 26, 2002.
Eleventh Resolution (powers) - The Shareholders' Meeting hereby grants all
authority to a bearer of an original or excerpt hereof for the purpose of
undertaking any required filing or publication formalities.
In accordance with the provisions of Articles 128 and 130 of the Decree of March
23, 1967, any shareholders who meets the conditions required, may, within 10
days from this insertion, require the registration of the proposed resolutions
in the agenda of this meeting. Such request shall be sent to the registered
office, by registered letter with receipt requested.
To be entitled to attend, vote by mail or be represented at this meeting:
- - the holders of registered shares must be recorded on a purely registered
account or a registered account managed by a bank at least 5 days before the
date of this meeting, and
- - the holders of bearer shares shall send, within the same time-periodan
immobilization certificate delivered by the empowered intermediary (bank,
financial institution, on-line broker, etc.) keeping their account to BNP
Paribas Securities Services, GIS Emetteurs Assemblees, 75450 Paris cedex 09.
If a shareholder cannot personally attend this meeting, he or she may choose
between any of the following 3 options:
1) Send a proxy to the company without indication of agent;
2) Vote by mail;
3) Give a proxy to another shareholder or his/her spouse.
Any Shareholder willing to vote by mail or by proxy may request a vote form by
telephone from GENSET or by registered letter with receipt requested from BNP
Paribas Securities Services, GIS Emetteurs Assemblees, 75450 Paris cedex 09, no
later than 6 days before the date of the Shareholders' Meeting.
If the Shareholder returns said form for purposes of voting by mail, he or she
shall no longer have the right to be represented by proxy or to attend the
meeting directly.
The form shall be returned, along with documentation supporting a shareholder's
capacity (immobilization certificate) for receipt by BNP Paribas Securities
Services no later than 3 days before the date of the Shareholders' Meeting.
This notice is valid as convening notice, provided that no modification is
brought to the agenda such as may be made in response to requests for inclusion
of proposed resolutions presented by the Shareholders.
The Board of Directors
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GENSET
A French societe anonyme with a capital of (euro) 24,697,050
Registered office: PLM 6, place de la Madeleine - 75008 PARIS
Registry of Commerce and Companies of PARIS 351 723 440
ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING
MARCH 4, 2003
NOTICE OF CONVOCATION
Shareholders are informed that they are convened on Tuesday, March 4, 2003, at
9:00 a.m., at Hotel Mercure Paris Porte de Versailles, 69 Boulevard Victor,
75015 Paris, to the Ordinary and Extraordinary Shareholders' Meeting.
AGENDA
I - Ordinary Shareholders' Meeting
o Ratification of the provisional appointment of Mr. Giampiero de Luca as
director;
o Ratification of the provisional appointment of Mr. Silvano Fumero as director;
o Ratification of the provisional appointment of Mr. Pierre Douaze as director;
o Ratification of the decision to transfer the registered office to 6, place de
la Madeleine, 75008 Paris.
II - Extraordinary Shareholders' Meeting
o Reading of the Board of Directors' report;
o Reading of the Statutory Auditors' special reports;
o Amendments to Article 6 of the Company's bylaws;
o Decision to transfer the registered office to Route Nationale 7, 91030 Evry
Cedex;
o Authorization to the Board of Directors to issue shares and/or investment
certificates, as well as any other securities giving access, immediately or in
the future, to shares or investment certificates of the Company, up to a
maximum nominal value of (euro) 50 million;
o Authorization to the Board of Directors to use all or part of the delegation
entrusted by the previous authorization to issue shares and/or securities
giving access to the share capital without shareholders' preferential
subscription rights;
o Authorization to the Board of Directors to increase the share capital through
capitalization of reserves, earnings, premiums, or other amounts, the
capitalization of which would be admitted, up to the maximum limit referred to
above;
o Delegation of authority to the Board of Directors to increase the Company's
share capital in favor of the employees of the Company or affiliated
companies, in connection with a company savings plan (PEE - Plan Epargne
Entreprise) or a voluntary contributory employee savings plan (PPESV - Plan
Partenarial d'Epargne Salariale Volontaire), up to an annual maximum amount of
100,000 new shares;
o Powers.
Any Shareholder, regardless of the number of shares he or she owns, may attend
this Meeting.
To be entitled to attend, vote by mail or be represented at this meeting:
- - the holders of registered shares must be recorded on a purely registered
account or a registered account managed by a bank at least 5 days before the
date of this meeting, and
- - the holders of bearer shares shall send, within the same time-periodan
immobilization certificate delivered by the empowered intermediary (bank,
financial institution, on-line broker, etc.) keeping their account to BNP
Paribas Securities Services, GIS Emetteurs Assemblees, 75450 Paris cedex 09.
If a shareholder cannot personally attend this meeting, he or she may choose
between any of the following 3 options:
4) Send a proxy to the Company without indication of agent;
5) Vote by mail;
6) Give a proxy to another Shareholder or his/her spouse.
Any Shareholder willing to vote by mail or by proxy may request a vote form by
telephone from GENSET or by registered letter with receipt requested from BNP
Paribas Securities Services, GIS Emetteurs Assemblees, 75450 Paris cedex 09, no
later than 6 days before the date of the Shareholders' Meeting.
If the Shareholder returns said form for purposes of voting by mail, he or she
shall no longer have the right to be represented by proxy or to attend the
meeting directly.
The form shall be returned, along with documentation supporting a shareholder's
capacity (immobilization certificate) for receipt by BNP Paribas Securities
Services no later than 3 days before the date of the Shareholders' Meeting.
All documents that, according to law, are distributed at this Shareholders'
Meeting, shall be made available to shareholders, for a legally determined
period of time, at the Company's registered office, PLM, 6 Place de la
Madeleine, 75008 Paris.
The Board of Directors
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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: February 19, 2003
GENSET S.A.
By: /s/ Marc Vasseur
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Name: Marc Vasseur
Title: Chief Executive Officer