ILOG
Societe anonyme
with a share capital of FF. 55,452,744
Registered office : 9 rue de Verdun, BP 85, 94253 Gentilly
R.C.S. Creteil B 340 852
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UP-DATED BY-LAWS
August 31, 1998
certified as correct and accurate.
MEMORANDUM AND ARTICLES OF ASSOCIATION
TITLE I
FORM - NAME - OBJECTS - REGISTERED OFFICE - DURATION
ARTICLE 1 - FORM
There is, between the owners of the shares hereinafter issued
and of those which could be subsequently issued, a corporation (societe
anonyme), governed by the law of July 24, 1966 on commercial companies and by
the present by-laws.
ARTICLE 2 - NAME
The name of the company is :
ILOG
In all deeds and documents emanating from the company and
addressed to third parties, this name must always be immediately preceded or
followed by the words "Societe anonyme" or the initials "S.A." and by the
mention of the amount of the capital.
ARTICLE 3 - OBJECTS
The corporate object of the company, whether directly or
indirectly, in France and its overseas territories and outside of France, is as
follows :
- the consultation and completion of research and studies
and generally all services relative to Intelligence Software;
- the development, running, distribution and maintenance of
hardware and software ;
- training in these areas of activity, including audiovisual
techniques and generally, all useful support tools ;
all directly or indirectly on its own behalf or on behalf of
third parties, the sale or in conjunction with third parties, by means of the
setting-up of new companies, capital contributions, the purchase of securities,
mergers, alliances or investment companies or by lease or management lease of
any assets or rights or otherwise.
ARTICLE 4 - REGISTERED OFFICE
The registered office is at :
9 rue de Verdun, BP 85, 94253 Gentilly
It may be transferred to any other place within the same
district (departement) or any adjacent district by decision of the board of
directors subject to the ratification of this decision by the next ordinary
general meeting of the shareholders. It may be transferred to any other place
pursuant to a resolution of the extraordinary general meeting of the
shareholders.
In case of a transfer decided by the board of directors, the
board is authorized to complete the advertising and filing formalities resulting
therefrom upon the condition that it is indicated that such a transfer is
subject to the above mentioned approval.
ARTICLE 5 - DURATION
The duration of the company shall be of ninety nine (99) years
from the date of registration with the Register of Commerce and Companies,
except in the event of early dissolution or extension decided by the
extraordinary meeting of the shareholders.
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TITLE II
CAPITAL AND SHARES
ARTICLE 6 - CAPITAL
The capital of the company is of FF.55,452,744.
It is divided into 13,863,186 shares of FF. 4 each, all
subscribed and entirely paid up.
ARTICLE 7 - FORM OF THE SHARES
Shares shall be held either in registered or bearer form, at
the shareholder' s discretion.
Shares shall be registered in an individual account opened by
the Company or any authorized intermediary, in the name of each shareholder and
hold under the terms and conditions provided under the applicable laws and
regulations.
The Company may, under the conditions provided by the
applicable regulatory and legal provisions, request to any authorized entity
communication of any information relating to the shareholders, the holders of
securities granting immediate or future voting rights, their identity and the
number of securities that they hold.
ARTICLE 8 - TRANSFER OF SHARES
Any transfer of the shares is carried out according to the
law. All costs resulting from the transfer shall be borne by the transferee.
ARTICLE 9 - RIGHTS AND OBLIGATIONS ATTACHED TO THE SHARES
The rights and obligations attached to a share follow the
share to any transferee to whom it may be transferred and the transfer includes
all the payable and unpaid dividends and dividends to be payable, as well as, as
the case may be, the corresponding share in the reserve funds and provisions.
The ownership of a share shall imply ipso facto the acceptance
of the present Memorandum and Articles of Association and of the decision of the
general meetings.
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In addition to the right to vote which is attached by law to
the shares, each share carries a right to a share of corporate assets, of
profits, and of liquidation surplus, proportional to the number and nominal
value of the existing shares.
Each time it shall be necessary to hold a certain number of
shares in order to exercise a right, it will up be to the shareholder(s) missing
such number to take the necessary actions to group a sufficient number of
shares.
The company may require the repurchase, subject to the
conditions set forth in article 269-8 of the law of 24th July 1966, either of
all of its shares with a preferential dividend and no voting right, or of a
category of such shares, each category being determined by the date at which it
has been issued.
ARTICLE 10 - PAYING UP OF THE SHARES
The amount to be paid in cash for the subscription of the
shares issued with respect to an increase of capital shall be payable according
to the terms stipulated by the extraordinary general meeting of the
shareholders.
The initial payment shall not be less than (i) one half at the
time of the subscription and (ii) one fourth of the nominal value of the shares
in case of increase in the share capital ; it shall include the whole issuing
premium, if any.
The remainder, which shall be paid-up in one or several times
within a period of five years as from the date of completion of such increase of
capital, shall be called upon by the board of directors.
Each shareholder shall be notified of the amount to be paid
and of the date at which this amount shall fall due fifteen days at least before
that date.
The shareholder who will not have paid at due date the amounts
due on his share(s) shall, automatically and without formal notice, owe to the
company an interest calculated day per day, on the basis of a year of 360 days,
commencing on due date at the legal rate in commercial matters increased by
three points, without prejudice to the personal proceedings that the company may
institute against the defaulting shareholder and to the acts of enforcement
provided by law.
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TITLE III
MANAGEMENT OF THE COMPANY
ARTICLE 11 - BOARD OF DIRECTORS
The company is managed by a board of directors, the number of
members of which is determined by the ordinary general meeting of the
shareholders within the limits of the law.
A legal entity must, at the time of its appointment, designate
an individual who will be its permanent representative on the board of
directors. The term of office of a permanent representative is the same as that
of the director he represents. When a legal entity dismisses its permanent
representative, it must at the same time provide for its replacement. The same
applies in case of death or resignation of the permanent representative.
Each director must own at least one share during his term of
office.
If, at the time of his appointment, a director does not own
the required number of shares or if, during his term of office, he ceases to be
the owner thereof, he shall have a period of three months to purchase such
number of shares, in default of which he shall be automatically deemed to have
resigned.
The directors are appointed for a term of three years. A year
corresponds to the period of time between two successive annual ordinary general
meetings of shareholders. The duties of a director shall terminate at the close
of the ordinary general meeting of shareholders which acts on the accounts of
the preceding fiscal year and is held in the year during which the term of
office of said director comes to an end.
The members of the board are renewed in rotation so that the
renewal be as equal as possible and in any case complete for each period of
three years. Renewal takes place according to seniority. However, when required,
the ordinary general meeting may resolve that the order of renewal will be set
by a toss drawn in a board meeting.
The directors may always be re-elected ; they may be revoked
at any time by decision of the general meeting of the shareholders.
In case of death or resignation of one or several directors,
the board of directors may make provisional appointments between two meetings of
shareholders.
The appointment(s) so made have to be ratified by the next
general meeting of shareholders.
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Should the meeting of the shareholders not ratify these
provisional appointments, this shall not affect the validity of the prior
resolutions and acts of the board of directors.
When the number of directors falls below the minimum required
by law, the remaining director(s) must immediately convene the ordinary general
meeting of the shareholders, in order to complete the membership of the board of
directors.
The director appointed in replacement of another director,
whose term of office has not come to its end shall remain in office only for the
remaining term of office of his predecessor.
A salaried employee of the company may be appointed as a
director. His employment contract shall correspond to a position actually held.
In such case, he shall not lose the benefit of his employment contract.
The number of directors bound to the company by an employment
contract may not exceed one third of the directors in office.
The number of directors who are more than seventy-five (75)
years old may not exceed one third of the directors in office. Should such quota
be reached during the director's term of office, the appointment of the oldest
director would be automatically terminated at the close of the nearest general
meeting of the shareholders.
ARTICLE 12 - MEETING OF THE BOARD
12.1. The board of directors shall meet as often as required for the
interest of the company.
12.2. The meetings of the board of directors are convened by the
president. The convening may be made by any means, in oral or written form.
Moreover two directors may validly convene the board. In such
case, they shall indicate the agenda of the meeting.
When a work-committee (comite d'entreprise) has been formed,
the representatives of such committee, appointed in accordance with the
provisions of the Labor Code, shall be convened to all the meetings of the board
of directors.
The meetings of the board are held at the registered office or
at any other place, in France or abroad.
12.3. The board of directors may not transact business validly unless
at least half of its members are present.
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The resolutions of the board of directors shall be carried out
at a majority vote. In case of a split decision, the president should have a
casting vote.
It is specified that any and all decisions to grant options to
subscribe or to buy stock, pursuant to the provisions set forth in articles
208-1 et seq of the law of July 24, 1966 on commercial companies, to a director
holding an employment contract, to the President or to a general manager of the
Company, if this latter is a director, pursuant to authority granted by the
extraordinary general meeting shall be adopted by the affirmative vote of the
majority of the directors present or represented at the Board meeting, the
interested director, and any other director to whom options to subscribe or to
buy stock may be granted, being conclusively refrained from voting.
12.4. Any director may give to another director, by letter, cable or
telex, a proxy to be represented at a meeting of the board. However, each
director may only dispose of one proxy during each meeting.
12.5. The copies or abstracts of the minutes are certified by the
president of the board of directors, a general manager, the director temporarily
delegated in the duties of president or by a representative duly authorized for
that purpose.
ARTICLE 13 - POWERS OF THE BOARD
The board of directors is vested with the most extensive
powers to act under all circumstances on behalf of the company, and to make any
decisions relating to all acts of administration and disposition. The board
shall exercise these powers within the limits of the purposes of the company,
and of the powers expressly granted by law to the general meetings of the
shareholders.
ARTICLE 14 - GENERAL MANAGEMENT OF THE COMPANY
The board of directors shall elect a president, who must be an
individual, from among its members. It shall determine his term of office, which
cannot exceed that of his office as director and may dismiss him at any time.
The president of the board is responsible for the general
management of the company.
The president is vested with the most extensive powers to act
under all circumstances on behalf of the company within the limits of the goals
of the company, except for those powers expressly granted by law to the meetings
of shareholders and to the board of directors.
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The president of the board cannot be more than seventy (70)
years old. Should the president reach this age limit during his term of office
as president, his office would automatically terminate. This term may be
prolonged however until the next meeting of the board during which his successor
will be appointed. Subject to this provision, the president of the board may
always be reelected.
ARTICLE 15 - GENERAL MANAGER (Directeur General)
Upon proposal of the president, the board of directors may
appoint an individual to assist the president as general manager. The general
manager(s) may be revoked at any time by the board of directors upon proposal of
the president.
In agreement with the president, the board of directors shall
determine the scope and the duration of the powers delegated to the general
manager. When a general manager is a director, his term of office may not exceed
that of his directorship.
As regards third parties, general manager(s) have the same
powers as the president. The general manager(s) is, among others, vested with
the powers to bring a matter to court.
Any general manager cannot be more than seventy (70) years
old. Should a general manager reach this age limit during his term of office as
general manager, his duties would automatically terminate. This term may be
prolonged however until the next meeting of the board during which the new
general manager will be appointed.
The board may appoint two general managers should the share
capital be of at least five hundred thousand (500,000) francs. Five general
managers may be appointed should the share capital be of at least ten million
(10,000,000) francs, provided that at least three of them are directors.
ARTICLE 16 - AGREEMENTS SUBJECT TO AUTHORIZATION
16.1. Any sureties, endorsements and guarantees granted by the company
must be authorized by the board of directors as provided by law.
16.2. Any agreement to be entered into between the company and one of
its directors or general manager(s), whether directly or indirectly or through
an intermediary, must be submitted for the prior authorization of the board of
directors.
Such prior authorization is also required for agreements
between the company and another enterprise, should one of the directors or
general managers of the company be owner, partner with unlimited liability,
manager, director, general manager, member of the management committe
(directoire) or supervisory council (conseil de surveillance) of said
enterprise.
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Such prior authorization shall be sought as provided by law.
It is however specified that the relevant director(s) will be taken into account
to calculate the quorum but that their vote will not be taken into account to
determine the majority.
ARTICLE 17 - PROHIBITED AGREEMENTS
Directors, other than legal entities, are forbidden to
contract loans from the company in any form whatsoever, to secure an overdraft
from it, as a current account or otherwise, and to have the company guarantee or
secure their commitments toward third parties.
The same prohibition applies to general managers and to the
permanent representatives of legal entities which are directors. It also applies
to spouses, ascendants and descendants of the persons referred to in this
article, as well as to all interposed persons.
ARTICLE 18 - STATUTORY AUDITORS (Commissaires aux comptes)
Audits of the company shall be carried out, as provided by
law, by one or more statutory auditors legally entitled to be elected as such.
When the conditions provided by law are met, the company must appoint at least
two supervisory auditors.
The statutory auditor(s) shall be appointed by the ordinary
general meeting.
One or more deputy statutory auditors, who may be called to
replace the regular statutory auditors in the case of death, disability,
resignation or refusal to act of the latter, shall be appointed by an ordinary
general meeting.
Should the general ordinary meeting of the shareholders fail
to elect a statutory auditor, any shareholder can claim in court that one be
appointed, provided that the President of the board of directors be duly
informed. The term of office of the statutory auditor appointed in court will
end upon the appointment of the statutory auditor(s) by the general ordinary
meeting of the shareholders.
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TITLE IV
MEETINGS OF SHAREHOLDERS
ARTICLE 19
The general meetings of shareholders shall be convened and
held as provided by law.
The meetings of shareholders are held at the registered office
or at any other place mentioned in the convening notices.
The right to take part in a general meeting of shareholders is
subject to the registration of the shareholder in the shareholders' accounts of
the Company at least one business day prior to the date of the meeting.
In accordance with the law, a shareholder who cannot attend
the meeting in person may choose either :
- to give a proxy to another shareholder or to his/her spouse,
or
- to vote by mail, or
- to send to the company a proxy without any indication of the
name of the representative;
within the terms and conditions provided by law.
A meeting of the shareholders is presided over by the
president of the board of directors or in his absence, by a director specially
authorized for that purpose by the board. If no president has been appointed,
the meeting elects its president.
The two members of the meeting having the greatest number of
votes and who accept that role, are appointed as scrutineers. The officers of
the meeting appoint a secretary, who may be a non-shareholder.
An attendance sheet is drawn up, in accordance with the law.
The ordinary general meeting of the shareholders, upon first
convening notice, may transact business validly only if the shareholders
present, or represented by proxy, hold at least one fourth of the voting shares.
Upon second convening notice, it may transact business validly whatever the
number of shareholders present or represented by proxy.
The resolutions shall be carried out at the majority vote of
the shareholders, present or represented.
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The extraordinary general meetings of the shareholders, upon
first convening notice, may transact business validly only if the shareholders
present, or represented by proxy, hold at least one third of the voting shares.
Upon second convening notice, it may transact business validly only if the
shareholders present or represented by proxy hold at least one fourth of the
voting shares.
The resolutions shall be carried out at a two third majority
vote of the shareholders, present or represented.
The copies or abstracts of the minutes of the meetings are
certified by the president of the board of directors, by a director acting as
general manager, or by the secretary of the meeting.
The ordinary and extraordinary meetings of shareholders
exercise their respective powers as provided by law.
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TITLE V
RESULTS OF THE COMPANY
ARTICLE 20 - FINANCIAL YEAR
Each financial year is of one year beginning on 1st July and
ending on 30th June.
ARTICLE 21 - PROFITS - LEGAL RESERVE FUNDS
Out of the profit of a financial year, reduced by prior losses
if any, an amount equal to at least 5 % thereof is first deducted in order to
form the legal reserve fund provided by law. This deduction is no longer
required when the legal reserve fund amounts to one tenth of the capital of the
company.
Distributable profit is the profit of a financial year,
reduced by prior losses and by the deduction provided for in the preceding
paragraph and increased by the profits carried forward.
ARTICLE 22 - DIVIDENDS
If there results a distributable profit from the accounts of
the financial year, as approved by the general meeting, the general meeting may
decide to allocate it to one or several reserve funds, the appropriation or use
of which it shall determine, or to carry it forward or to distribute it as
dividends.
Furthermore, after having established the existence of
reserves which it may dispose of, the general meeting may decide the
distribution of amounts paid out of such reserves. In such case, the payments
shall be made. However, the dividends shall be set off by priority on the
distributable profit of the financial year.
The general meeting shall determine the terms of payment of
dividends ; failing such determination, these terms shall be determined by the
board of directors.
However, the dividends must be declared payable no more than
nine months following the close of the financial year.
The general meeting deciding upon the accounts of a financial
year will be entitled to grant to each shareholder, for all or part of the
distributed dividends, an option between payment in cash or in shares.
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Similarly, should the ordinary general meeting resolve the
distribution of interim dividends pursuant to article 347 of the law of 24th
July 1966, it will be entitled to grant to each shareholder an interim dividend
and, for whole or part of the said interim dividend, an option between payment
in cash or in shares.
The offer of payment in shares, the price and the conditions
as to the issuing of such shares, together with the request for payment in
shares and the conditions of the completion of the capital increase will be
governed by the law and regulations.
When a balance sheet, drawn up during, or at the end of the
financial year, and certified by the supervisory auditor, shows that the
company, since the close of the preceding financial year, after having made the
necessary depreciations and provisions and after deduction of the prior losses,
if any, as well as of the amounts which are to be allocated to the reserve fund
provided by law or by the by-laws, has made profits, the board of directors may
resolve the distribution of interim dividends prior to the approval of the
accounts of the financial year, and may determine the amount thereof and the
date of such distribution. The amount of such interim dividends cannot exceed
the amount of the profits as defined in this paragraph. In this case, the option
described in the preceding paragraph shall not be available.
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TITLE VI
DISSOLUTION - LIQUIDATION
ARTICLE 23 - PREMATURE DISSOLUTION
An extraordinary general meeting may at any time declare the
dissolution of the company before the expiration of its stated duration under
the present Memorandum and Articles of Association.
ARTICLE 24 - LOSS OF ONE HALF OF THE CAPITAL OF THE COMPANY
If, as a consequence of losses showed by the company's
accounts, the net assets (capitaux propres) of the company are reduced below one
half of the capital of the company, the board of directors must, within four
months from the approval of the accounts showing this loss, convene an
extraordinary general meeting of shareholders in order to decide whether the
company ought to be dissolved before its statutory term.
If the dissolution is not declared, the capital must, at the
latest at the end of the second fiscal year following the fiscal year during
which the losses were established and subject to the legal provisions concerning
the minimum capital of societes anonymes, be reduced by an amount at least equal
to the losses which could not be charged on reserves, if during that period the
net assets have not been restored up to an amount at least equal to one half of
the capital.
In the absence of a meeting of shareholders, or in the case
where the company has not been able to validly act, any interested party may
institute legal proceedings to dissolve the company.
ARTICLE 25 - EFFECT OF THE DISSOLUTION OF THE COMPANY
The company is in liquidation as soon as it is dissolved for
any reason whatsover. It continues to exist as a legal entity for the needs of
this liquidation until the liquidation is completed.
During the period of the liquidation, the general meeting
shall retain the same powers it exercised during the life of the company.
The shares shall remain transferable until the completion of
the liquidation proceedings.
The dissolution of the company is only valid vis a vis third
parties as from the date at which it is published at the register of commerce.
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ARTICLE 26 - APPOINTMENT OF LIQUIDATORS - POWERS
Upon the expiration of the term of existence of the company or
in the case of its premature dissolution, the meeting of the shareholders shall
decide the method of liquidation and appoint one or several liquidators whose
powers it will determine. The liquidator(s) will exercise their duties according
to the law. The appointment of the liquidator(s) terminates the offices of the
directors.
ARTICLE 27 - LIQUIDATION - CLOSING
After payment of the liabilities, the remaining assets shall
be used first for the payment to the shareholders of the amount paid for their
shares and not amortized.
The balance, if any, shall be divided among all the
shareholders.
The shareholders shall be convened at the end of the
liquidation in order to decide on the final accounts, to discharge the
liquidator from liability for his acts of management and the performance of his
office, and to take notice of the closing of the liquidation.
The closing of the liquidation is published as provided by
law.
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TITLE VII
NOTIFICATIONS
ARTICLE 28 - NOTIFICATIONS
All notifications provided for in the present Memorandum and
Articles of Associations shall be made either by registered mail with
acknowledgment of receipt or by process server. Simultaneously a copy of the
notification shall be sent to the recipient by ordinary mail.
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