-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Dkz1gcSXFkoDGA/FR9tnOqvlegYnn1Tf267bpdCiR0hf9c/YVZm22PHzJhjXVX6e 3tKz3uElIE6TjF2Ppb6mjQ== 0000912057-02-024758.txt : 20020620 0000912057-02-024758.hdr.sgml : 20020620 20020619185647 ACCESSION NUMBER: 0000912057-02-024758 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020627 FILED AS OF DATE: 20020620 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACTIVCARD SA CENTRAL INDEX KEY: 0001107721 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30612 FILM NUMBER: 02682676 BUSINESS ADDRESS: STREET 1: 24-28 AVENUE DU GENERAL DE GAULLE STREET 2: (33-1) 42-04-8400 CITY: 92156 SURESNES CEDEX STATE: I0 ZIP: 29156 MAIL ADDRESS: STREET 1: C/O ACTIVCARD SA STREET 2: 6531 DUBRARTON CIRCLE CITY: FREEMONT STATE: CA ZIP: 94555 6-K 1 a2082194z6-k.htm 6-K
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Securities and Exchange Commission
Washington, D.C. 20549

Form 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-6 or 15d-16 of
the Securities Exchange Act of 1934

For the month of June 2002

ActivCard S.A.
(exact name of registrant as specified in its charter)

6623 Dumbarton Circle
Fremont, California 94555
(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file
annual reports under cover of 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]

Forward-looking Statements

This Report of Foreign Private Issuer Pursuant to Rule 13a-6 or 15d-16 of the Securities Exchange Act of 1934 contains disclosures that are "Forward-looking Statements." Forward-looking statements involve risks and uncertainties and several factors could cause actual results to differ materially from those in the forward-looking statements. Forward-looking statements relate to anticipated revenues, gross margins, earnings, and growth of the market for our products. The following factors, among others, could cause actual results to differ from those indicated in the forward-looking statements: our ability to achieve profitability, uncertainties associated with market acceptance of and demand for our products, impact of competitive products and pricing, dependence on third party suppliers, uncertainties associated with the development of technology, dependence on intellectual property rights, and our ability to integrate acquired businesses, products or technologies. Investors are directed to the most recent ActivCard S.A. annual report on Form 20-F, available from the company without charge, for a more complete description of our business and to ActivCard S.A.'s Prospectus dated March 16, 2000 included in the Company's Registration Statement on Form F-1 (No. 333-11540) filed with the Securities and Exchange Commission for other factors that could cause actual results to differ materially from those in the forward-looking statements.

We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented herein.

This Form 6-K includes the issuer's notice of Ordinary and Extraordinary General Meeting of Shareholders to be held June 27, 2002 at 2:00 p.m. in Paris, France.

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.

Date: June 19, 2002

	ActivCard, S.A.

	By:	/s/ BLAIR GEDDES
	Name:	Blair Geddes
	Title:	Chief Financial Officer

ACTIVCARD S.A.
with a share capital of Euros 40,159,514
Registered office: 24/28 avenue du Général de Gaulle
92156 Suresnes—France
341 213 411 Nanterre RCS

Dear Shareholder,

We are pleased to inform you that the Board of Directors of ActivCard SA resolved to convene the shareholders of the Company to attend an Ordinary and Extraordinary Shareholders' Meeting on June the 27^th 2002 at 2:00 p.m. at the hotel Royal Parc de Seine at 6 rue Chevreul—92150 SURESNES, to deliberate on the following agenda:

Ordinary General Meeting

•: Report of the Board of Directors, presentation of the annual statutory accounts for the fiscal year ended December 31, 2001.
•: Approval of the annual statutory accounts for the fiscal year ended December 31, 2001, discharge to Directors.
•: Allocation of financial results for the fiscal year ended December 31, 2001.
•: Approval of the agreements provided for in Articles L. 225-38 et seq. of the French Code de Commerce.
•: Renewal of the term of office of eight Directors.
•: Renewal of the term of office of an observer ("censeur") of the board of directors.
•: Appointment of a statutory auditor.
•: Appointment of a substitute statutory auditor.
•: Powers of attorney.

Extraordinary General Meeting

•: Authorization granted to the Board of Directors to allocate, in accordance with Articles L.225-177 et seq. of the French Code de commerce, stock options to the employees and executive officers ("mandataires sociaux") of the Company and affiliated companies within the meaning of Article L. 225-180 of the French Code de commerce.
•: Authorization to issue up to 65,000 share warrants without preferential subscription right for Montague Koppel
•: Authorization to issue up to 55,000 share warrants without preferential subscription right for Lee Kheng Nam
•: Authorization to issue up to 55,000 share warrants without preferential subscription right for Clifford Gundle
•: Authorization to issue up to 50,000 share warrants without preferential subscription right for Antoine Spillmann
•: Authorization to issue up to 55,000 share warrants without preferential subscription right for Sergio Cellini
•: Authorization to issue up to 65,000 share warrants without preferential subscription right for James Ousley

•: Authorization to issue up to 75,000 share warrants without preferential subscription right to the benefit of Cello Trust Limited.
•: Pursuant to the French legal requirements, authorization granted to the Board of Directors to increase the share capital for the purpose of reserving the subscription to shares for members of a Company Savings Plan or a Voluntary Employment Savings Plan.
•: Powers of attorney.

We have enclosed:

•: the Report of the Board of Directors;
•: the text of the resolutions submitted for your approval;
•: a summary of the situation of the Company during the last fiscal year (with a table of the financial results of the Company for the last five fiscal years);
•: the balance sheet, the profit and loss statement and the notes for the fiscal year 2001
•: a request form for an Admission Card and a request form by which you may obtain the documents and information listed in Article 135 of French Decree No. 67-236 of March 23, 1967;
•: an access plan to Hotel Royal Parc.

If you are unable to attend the meeting, please use the attached "Mail-in form or Proxy form" in order to

•: appoint the Chairman to vote on your behalf (Possibility 1 on the form);
•: vote by mail by returning the form to us duly completed (Possibility 2 on the form); or
•: appoint another shareholder to vote on your behalf by signing and giving this form to him (Possibility 3 on the form).

Under no circumstances may the same shareholder be allowed to be represented under the conditions set out above and to vote by mail.

Please note that Mail-in form or Proxy form shall be sent to the Company latest on June 26, 2002, in order to prepare the attendance list. No Mail-in form or Proxy form will be accepted after June 26, 2002, or during the shareholders meeting. Please confirm your attendance to the shareholders meeting by requesting an Admission Card.6

Very sincerely yours,

For the Board of Directors,
Steven Humphreys

ACTIVCARD S.A.
Société anonyme with a share capital of 40,159,514 euros
Registered office: 24/28 avenue du Général de Gaulle
92156 Suresnes

341 213 411 R.C.S. Nanterre

REPORT OF THE BOARD OF DIRECTORS TO THE
ORDINARY AND EXTRAORDINARY GENERAL MEETING OF JUNE 27, 2002

Dear Shareholders,

We have convened you to the ordinary and extraordinary general meeting, in accordance with the legal and regulatory provisions, to submit for your approval the annual statutory accounts for the fiscal year ended December 31, 2001 and to deliberate on the agenda as it follows with the present report of the Board of Directors. We confirm that the notices stipulated by the law have been addressed to you in this regard and all documents prescribed by the laws in effect have been made available to you within the allotted time.

Before submitting the resolutions for your approval, we will give in this report our assessment of the Company's situation including its subsidiaries for the fiscal year ended December 31, 2001, the performance of the business activities as well as a future outlook. You may also find herein as we have made it available to you in accordance with the legal and regulatory provisions submitted for your approval, the related balance sheet and the annual statutory accounts of the said fiscal year.

* * *

I. Report of the Board of Directors on the Company's situation and business and that of its subsidiaries

ActivCard, S.A and its subsidiaries status and major accomplishments during the 2001 fiscal year

The French parent company, ActivCard, S.A. (the "Company") carried on fulfilling its role to support (management, strategy, administration, finance, research & development and sales and marketing) the activities of its subsidiaries in 2001. The following figures result from consolidated accounts in US Gaap and in English with respect to the rules of the Nasdaq;

During 2001, revenues increased 73% to $31,2 million (USD) from $18,1 million (USD) in 2000.

By geography, revenues in the United States increased 342% to $15,9 million (USD) from $3,6 million (USD) in 2000. Revenues in Europe in 2001 were $13,7 million (USD) compared to $13,7 million (USD) in 2000. Revenues from Asia increased 100% to $1,6 million (USD) in 2001 from $0,8 million (USD) in 2000.

In 2001, the Company increased its investment in its sales and marketing infrastructure to address the growing demand for its products worldwide. Selling and marketing expenses increased 52% to $23,8 million (USD) in 2001 compared to $15,7 million (USD) in 2000.

The Company also continued to invest in Research and Development to commercialize existing development and expand the breadth of product offerings. Research and development expenses increased 124% to $18,2 million (USD) in 2001 from $8,1 million (USD) in 2000. Research and development expenses in 2001 include research and development expenses incurred by companies acquired during the year.

The operating loss for 2001 was $33,4 million (USD), compared to $16,0 million (USD) in 2000. Included in the operating loss in 2001 were charges for acquired in-process research and development of $2,7 million (USD), acquisition termination and acquisition related items of $4,3 million (USD), employment termination for the former Chief Executive Officer of $0,8 million (USD) and other items.

The Company earned $13,2 million (USD) from interest income in 2001 compared to $15,7 million (USD) in 2000. Foreign exchange gains for 2001 amounted to $3,5 million (USD) compared to $14,4 million (USD) in 2000.

Net loss for the year after income taxes was $16,7 million (USD) or $0,42 (USD) per diluted share compared to a net income after taxes of $14,1 million (USD) or $0,34 (USD) per diluted share in 2000.

As at December 31, 2001, the Company and its subsidiaries employed 347 people compared to 187 at December 31, 2000.

Merger and Acquisition Activities

In 2001, ActivCard, S.A. and its subsidiaries (the "Group") acquired and completed the integration of three companies during the year.

In June 2001, the Company completed the acquisition of Safe Data System, S.A, a privately held developer of user authentication software based in Montpellier, France. The purchase price was $5.3 million (USD) and remunerated in 250,000 shares and $2.0 million (USD) in cash. Safe Data employed 10 persons who were primarily engaged in research and development activities.

In September 2001, the Group acquired Authentic8 International Inc., a privately held, Australian-based company offering technology and services required for banks and service operators to deliver managed digital identity solutions. Under the terms of the agreement, the Group purchased all outstanding shares and stock options of Authentic8 for $15 million (USD) paid in cash. Authentic8 employed 36 persons of whom 23 were primarily engaged in research and development activities.

In November 2001, the Group acquired American Biometric Company Ltd., a privately held, Ottawa, Canada-based company doing business as Ankari. Ankari's software framework provides organizations with the ability to verify user access through the use of any combination of passwords, digital certificates, security tokens, smart cards, and biometrics. Under the terms of the agreement, the Group purchased all outstanding shares and stock options of Ankari for $18 million (USD) paid in cash. Ankari employed 40 persons of whom 25 were primarily engaged in research and development activities.

Business Strategy

The Company's objective is to become the leading supplier of products and technologies enabling information technology managers, product manufacturers, system integrators and network service providers to integrate digital identity services quickly and efficiently into their applications. The Company's strategy to achieve this objective encompasses the following key elements:

•: Leverage the Company's existing customer base. The Company intends to leverage the Company's existing customer base, which has deployed its token-based authentication solutions to more than two million (USD) users. The Company will seek to migrate these customers to its new product offerings, including ActivCard Gold. The Company also intends to market its product offerings to new customers by referencing its existing customer base.
•: Expand the Company's base of strategic partners, OEMs and distributors. The Company is committed to expanding its base of strategic partners, original equipment manufacturers and distributors to ensure that its technology is available on as many servers and software platforms as possible. The Company has integrated its authentication technology into the network management systems and Internet security suites of industry leaders such as Hewlett Packard, Sun Microsystems, Microsoft, Verisign. The Company expects these and its other strategic relationships to provide significant market leverage as the need for managing digital identity solutions develops in step with the increase in electronic commerce.
•: Increase market penetration through strategic partnerships. The Company intends to broaden its market reach by enhancing its relationships with strategic partners who, by embedding the Company's technology in their products, promote their products while serving their own interests.

•: Develop additional key technology components focused on managing multiple credentials. The Company will continue to research and develop products and technologies that are focused on the creation, distribution, protection and control of multiple credentials. The Company is providing the market with toolkits (SDK or Software Development Kits) so that the Company's technology can be easily embedded or integrated with solutions from the leaders in network systems, services and applications, and complement the capabilities provided by industry leaders in enterprise computing.
•: Make digital identity the essential component enabling next generation network-based business. The Company is continuing to establish itself as a leader in digital identity technology that links card providers, financial services providers and network service providers, allowing the smart card to be deployed in large-scale system implementations. The Company believes smart cards will be a dominant platform on which digital credentials are securely stored or generated. The digital identity framework has the potential to take computing to a personal level, with the existing PC serving as a generic terminal and the personal identity being provided by the smart card or other personal security device.

Subsequent Events since the close of the 2001 financial year

On February 5, 2002, the Company announced a restructuring and business realignment to better align its cost structure with expected revenues in 2002. As a result, the Company reduced its workforce by terminating 75 employees as well as reducing facilities requirements. In connection with the restructuring and business realignment, the Company also developed a plan to dispose of certain operations of the former Authentic8 International, Inc.

In April 2002, holders of warrants issued in connection with the 1999 Convertible Bond issue exercised their right to acquire 797,600 shares at $5,00 per share for gross proceeds of $4,0 million (USD) to the Company.

On May 2, 2002, the Company announced its results for the quarter ended March 31, 2002. The Company recorded a 15% increase in first quarter revenues of $8,2 million (USD) compared to the $7,1 million (USD) of revenues recorded in the first quarter of 2001 and a 20% increase in revenues compared to the $6,8 million (USD) recorded in the fourth quarter of 2001. Actual net loss for the quarter was $28,6 million (USD), or $0,71 per diluted share, compared to actual net loss of $371 thousand, or $0,01 per diluted share, in the first quarter of the prior year. The actual net loss for the quarter included a $7,4 million (USD) charge for the above-mentioned restructuring and business realignment of the Company and a $15,9 million (USD) charge associated with the planned disposition of certain operations of the former Authentic8 International, Inc. The $15,9 million (USD) charge included a $15,0 million (USD) write-down of goodwill and other intangibles. Also included in the actual net loss were acquisition related charges, deferred stock compensation, foreign exchange gains, legal settlement and operating results of discontinued operations.

Principal shareholders

The table below sets forth certain information with respect to the owners of 5% or more of the shares at December 31, 2001 to the best of the Company's knowledge. Pursuant to the Company's statutes, only an individual or entity, directly or indirectly, acting alone or in concert with others, that becomes the owner of more than 5% or any integral multiple thereof of the outstanding shares or voting rights thereof of the Company, or whose holding decreases below any such percentage, must notify the

Company. The Company is not aware of the existence of any agreement among shareholders regarding the joint control of the Company.

Name and Address of Beneficial Owner		Number of Shares Beneficially Owned		Percent of Shares Beneficially Owned
Vertex		4,642,244	(1)	11.49	%
Fidelity		4,659,929	(2)	11.53	%

(1): Includes 996,757 shares beneficially owned by Vertex Investment (II) Ltd, 2,379,531 shares beneficially owned by Vertex Investments International (III) Inc. including 138,200 shares issuable upon the exercise of warrants and 1,265,956 shares beneficially owned by Vertex Asia Limited.
(2): Includes 2,692,540 shares beneficially owned by Fidelity Management & Research Company and FMR Co. Inc, 35,050 shares beneficially owned by Fidelity Management Trust Company, 1,932,339 shares beneficially owned by Fidelity International Limited.

Miscellaneous information

In June 1997, June 1998, May 1999, May 2000, June 2001, and December 2001 the shareholders of the Company authorized the creation of different stock option plans granting the Board of Directors of the Company the authority to issue options to employees to subscribe for a maximum of 1,200,000, 1,200,000, 1,100,000, 2,000,000, 1,600,000, and 1,500,000 ordinary shares, respectively. These plans generally provide for a four-year vesting period and may be exercised no later than seven years after date of grant. The option plans prohibit residents of France employed by the Company from selling their stock options prior to the fifth anniversary from the date of grant. The Board of Directors establish the exercise price as the weighted average closing price quoted on Nasdaq Europe during the twenty trading days prior to the date of grant.

In 1998, subsequent to an increase in capital resulting from the March rights issue, all outstanding stock options were re-priced lower. Further, the number of outstanding stock options granted were increased by 6%. In 1999, pursuant to the December 1998 shareholders' meeting in conjunction with an increase in capital, all outstanding stock options were re-priced lower. Further, the number of outstanding stock options granted were increased by 17%.

A summary of the Company's employee stock option plan activity and related information for the years ended December 31, follows:

	1998				1999				2000				2001
	Options		Weighted average exercise price		Options		Weighted average exercise price		Options		Weighted average exercise price		Options		Weighted average exercise price
Outstanding—beginning of year	979,750		$	5.75	2,135,155		$	5.32	3,491,420		$	5.10	4,452,758		$	11.58
Granted	1,349,985		$	5.05	1,788,206		$	5.63	1,841,481		$	22.63	3,011,800		$	9.27
Exercised	—			—	(267,839	)	$	4.62	(577,100	)	$	4.51	(162,440	)	$	3.94
Forfeited	(194,580	)	$	5.18	(164,102	)	$	3.56	(303,043	)	$	17.50	(696,179	)	$	16.10
Outstanding—end of year	2,135,155		$	5.21	3,491,420		$	5.10	4,452,758		$	11.58	6,605,939		$	10.25
Exercisable at end of year	218,272		$	5.43	731,960		$	4.68	1,084,424		$	5.14	2,265,152		$	7.39

As at December 31, 2001, 1,371,640 options were available for grant under the 1997, 1998, 1999, 2000 and 2001 Plans..

For the fiscal year ended December 31, 2001, and within the meaning of article L 225-211 of the French Commercial Code there were no acquisitions of existing shares made by the Company for the purpose of granting options to the personnel providing the right to purchase existing shares.

At this meeting, the Board of Directors are proposing that 1,270,000 options that are available to be granted to employees under the 2001 Plan be cancelled and that 1,270,000 options be made available under the new 2002 Plan.

The terms of the 2002 Plan vary somewhat from prior years' plans. The derivation of the exercise price for the 2002 Plan is determined, in the event of options granting the right to subscribe for new shares, as the greater of the following: (i) the average of the prices quoted for the shares on the Nasdaq during the twenty market sessions preceding the date when the Board of Directors grants the options and (ii) the closing price for the shares on the Nasdaq during the market session preceding the date when the Board of Directors grants the options. In the event of a grant of options providing the right to purchase existing shares of the Company, the exercise price shall be determined to be equal to the greater of the following: (i) the average of the prices for the shares on the Nasdaq during the twenty market sessions preceding the date when the Board of Directors grants the options and (ii) the closing price for the shares on the Nasdaq during the market session preceding the date when the Board of Directors grants the options, it being specified that under no circumstances, the exercise price for existing shares shall be lower than 80% of the average price for shares purchased, as the case may be, by the Company.

In 2001 no changes were made in the French accounting principles applied to the non-consolidated financial statements.

We draw your attention to the fact that dividends were not distributed in the last three fiscal years.

Officers and Directors

With respect to article L 225-102-1 of the French Commercial Code we address you the following chart comprising the list of the Directors and Officers of the Company, along with the list of their exercised mandates and positions in other companies:

ActivCard Directors Date of Birth	Expiry Date Mandate expiring at the close of this shareholder's meeting	Other Board Memberships, Non-managerial	Other Board Memberships, Managerial	Other Management Positions, Non-Board Member
Antoine Spillmann Born the 4/4/1963	December 31^st, 2001	Incos Ltd.	—	Bruellan, S.A., Executive Partner

Sergio Cellini Born the 31/12/1955	December 31^st, 2001	Liberty Surf UK Ltd, Nacamar Ltd, Springboard Internet Services Ltd, Telinco Ltd, Tiny Online Ltd, World Online Limited	Excite Italia B.V (CEO), Tiscali UK Limited (CEO)	—

Clifford Gundle Born the 7/2/1936	December 31^st, 2001	Aquatan Pty. Ltd, Aurum Fund Management, Clifcor Ivestments Pty Ltd, ERF 37 Dunkeld West Pty. Ltd	—	—

Monague Koppel Born the 16/12/1928	December 31^st, 2001	Turfcrom Pty Ltd, Jacodan Investments Pty Ltd, S&J Holdings, Delta Minerals Corp. Ltd.,Alibi Communications plc, Safeguard Medical Limited, Capital Development Corporation Ltd, Chiltern Investments Ltd.	—	—

James Ousley Born the 20/1/1946	December 31^st, 2001	Datalink Inc, Bell Microproducts, Syntegra (USA), Control Data Federal	Vytek Wireless Inc.

Lee Kheng Nam Born the 13/12/1947	December 31^st, 2001	Gemplus	Vertex Group, President

Yves Audebert Born the 29/3/1956	December 31^st, 2001	ActivCard Singapore	ActivCard Europe SA, President ActivCard Inc., President. ActivCard Ireland, President ADV Technologie SA, President

Steven Humphreys(1) Chairman and C.E.O¹ Born the 25/4/1961	December 31^st, 2001	SCM Microsystems, SevenMountains Software AS, Blueprinte Pte Ltd.

Jean-Gerard Galvez (2)

Chairman & CEO²
Born the 21/1/1954

December 31^st, 2001

ActivCard Europe SA,
ActivCard Singapore, ADV
Technologies.

(1): Steven Humphrey' mandate as Chief Executive Officer (C.E.O) and Director of the Company started October 22, 2001. Steven Humphreys was appointed as Chairman of the Board of Directors on January 30, 2002.
(2): Jean Gérard Galvez' mandate as Chairman and Chief Executive Officer (C.E.O) and Director of the Company ended October 22, 2001.
¹: C.E.O, shall mean Chief Executive Officer ("Directeur Général")
²: Chairman shall mean Chairman of the Board of Directors

With respect to article L 225-102-1 of the French Commercial Code, we present you the total amount of remuneration (including salaries, board member fees) and other benefits paid during the fiscal year 2001 to Officers and Directors with regards to their positions in the Company and all companies of the Group

		Total compensation paid in 2001 (USD)
List of Directors and Officers of ActivCard SA		Total compensation paid in 2001 (USD)		Number of warrants granted in 2001
List of Directors and Officers of ActivCard SA	Managerial Position	Paid by an ActivCard controlled subsidiary		Number of warrants granted in 2001	Number of stock options granted in 2001	Exercise price (USD)		Expiry date
Yves Audebert	C.O.O³	$	472 502,47	—	Plan 2001 250 000	$	8, 04	22-oct-08
Jean Gerard Galvez⁴	Chairman and C.E.O	$	625 188,83	—	—		—
Steven Humphreys⁵	Chairman and C.E.O	$	51 153,84	—	Plan 2001 1 250 000	$	8,04	22-oct-08
James Ousley	—	$	50 667	—	—		—
		Total compensation paid in 2001 (USD)
				Number of warrants granted in 2001
List of Directors of ActivCard SA	Managerial Position				Number of stock options granted in 2001	Exercise price (USD)
List of Directors of ActivCard SA	Managerial Position	Paid by an ActivCard			Number of stock options granted in 2001	Exercise price (USD)		Expiry date
Montague Koppel	—	$	11 250	10 000	—	$	12, 24	26-ju-2006
James Ousley	—	$	2 250	10 000	—	$	12, 24	26-ju-2006
Clifford Gundle	—	$	13 500	10 000	—	$	12, 24	26-ju-2006
Sergio Cellini	—	$	13 500	10 000	—	$	12, 24	26-ju-2006
Antoine Spillmann	—	$	13 500	10 000	—	$	12, 24	26-ju-2006
Lee Kheng Nam	—	$	9 000	10 000	—	$	12, 24	26-ju-2006

* * *

³: C.O.O, shall mean Chief Operations Officer ("Directeur des Operations")
⁴: Jean Gérard Galvez mandate as Chairman and Chief Executive Officer and Director of the Company ended October 22, 2001.

⁵: Steven Humphrey mandate as Chief Executive Officer and Director of the Company started October 22, 2001.

II. Resolutions submitted for approval to the ordinary and extraordinary general meeting

We have also convened you to the ordinary and extraordinary general meeting, in accordance with the legal and regulatory provisions, to deliberate on the following agenda:

Ordinary General Meeting

•: Report of the Board of Directors, presentation of the annual statutory accounts for the fiscal year ended December 31, 2001.
•: Approval of the annual statutory accounts for the fiscal year ended December 31, 2001, discharge to Directors.
•: Allocation of financial results for the fiscal year ended December 31, 2001.
•: Approval of the agreements provided for in Articles L. 225-38 et seq. of the French Code de Commerce.
•: Renewal of the term of office of eight Directors.
•: Renewal of the term of office of an observer ("censeur") of the board of directors.
•: Appointment of a statutory auditor.
•: Appointment of a substitute statutory auditor.
•: Powers of attorney.

Extraordinary General Meeting

•: Authorization granted to the Board of Directors to allocate, in accordance with Articles L.225-177 et seq. of the French Code de commerce, stock options to the employees and executive officers ("mandataires sociaux") of the Company and affiliated companies within the meaning of Article L. 225-180 of the French Code de commerce.
•: Authorization to issue up to 65,000 share warrants without preferential subscription right for Montague Koppel
•: Authorization to issue up to 55,000 share warrants without preferential subscription right for Lee Kheng Nam
•: Authorization to issue up to 55,000 share warrants without preferential subscription right for Clifford Gundle
•: Authorization to issue up to 50,000 share warrants without preferential subscription right for Antoine Spillmann
•: Authorization to issue up to 55,000 share warrants without preferential subscription right for Sergio Cellini
•: Authorization to issue up to 65,000 share warrants without preferential subscription right for James Ousley
•: Authorization to issue up to 75,000 share warrants without preferential subscription right to the benefit of Cello Trust Limited.
•: Pursuant to the French legal requirements, authorization granted to the Board of Directors to increase the share capital for the purpose of reserving the subscription to shares for members of a Company Savings Plan or a Voluntary Employment Savings Plan.
•: Powers of attorney.

* * *

Decisions falling within the powers of the ordinary general meeting

Report of the Board of Directors, presentation and approval of the annual statutory accounts for the fiscal year ended December 31, 2001

We call to your attention the fact that the report of the Board of Directors and the statutory auditors' reports have been made available to you in advance in compliance with legal and regulatory provisions.

With respect to the provisions of Article 223 quarter of the French Code général des impôts, we report that there were no non-deductible charges from the taxable profits within the meaning of Article 39-4 of the French Code général des impôts for the fiscal year ended December 31, 2001. Furthermore, to comply with the provisions of Article 223 quinquies of the French Code général des impôts, we enlighten the fact that there were no expenses with in the meaning of Article 39-5 of the French Code général des impôts for the fiscal year ended December 31, 2001.

Proposal to allocate the financial results for the fiscal year ended December 31, 2001

We suggest carrying forward the loss of 14,558,197 euros for the fiscal year ended December 31, 2001, that after the allocation will be increased to (8,885,577) euros.

We draw your attention to the fact that, in accordance with the provisions of Article 243 bis of the French Code général des impôts, dividends were not distributed in the last three fiscal years.

Please find attached as a schedule to this report, a table of the Company's financial results for the last five fiscal years.

Approval of the agreements provided for in Articles L. 225-38 et seq. of the French Code de Commerce

At the meeting, you will hear the statutory auditors' report on the agreements governed by Articles L. 225-38 et seq. of the French Code de Commerce that have been concluded during the course of the fiscal year as well as the agreements authorized and concluded earlier, but performed during the course of the fiscal year ended December 31, 2001.

The Board of Directors recommends approving individually and successively each agreement mentioned in this report concluded during the course of the fiscal year and each agreement authorized and concluded earlier, but performed during the course of the fiscal year ended December 31, 2001.

Renewal of the term of office of eight Directors

The term of all Directors is expiring at the close of this shareholders' meeting.

The Board of Directors recommends that you renew the terms of the current Directors, for a one-year period, expiring at the end of the shareholders' meeting, which will deliberate on the annual accounts for the year ended December 31, 2002.

The Directors concerned are as follows:

•: Mr. Steven Humphreys
•: Mr. Yves Audebert
•: Mr. James Ousley
•: Mr. Montague Koppel
•: Mr. Lee Kheng Nam
•: Mr. Clifford Gundle
•: Mr. Antoine Spillmann
•: Mr. Sergio Cellini

Renewal of the term of office of an observer ("censeur") of the Board of Directors

The term of office of the current observer of the Board of Directors, Mr. Hock Chuan Tam is due to expire at the end of the present general meeting.

We recommend the shareholders, in accordance with the provisions of Article 16.1 of the Company's bylaws, renewing the term of office of the external adviser for a period of one year to expire at the end of the annual ordinary general meeting convened to approve the annual accounts for the fiscal year ending December 31, 2002.

Appointment of a statutory auditor and a substitute statutory auditor

We remind you that the present situation of the terms of office of the statutory auditors and substitute statutory auditors is as follows:

•: Ernst & Young Audit is the statutory auditor, and Mr. Bruno Perrin, the substitute statutory auditor, for a six-year term, expiring at the close of this general meeting.
•: Mr. Jean-Louis Brun d'Arre is the statutory auditor and Mr. Olivier Peronnet is the deputy statutory auditor for a six-year term, are due to expire at the end of the general meeting convened to approve on the annual accounts for the fiscal year ending December 31, 2005.

We recommend not renewing the term of office of Ernst & Young and of Mr. Bruno Perrin.

We suggest to elect Deloitte Touche Tohmatsu, 185 avenue Charles de Gaulle, 92200 Neuilly-sur-Seine, as the statutory auditor in replacement of Ernst & Young Audit, and B.E.A.S., ⁷/9 Villa Houssaye, 92200 Neuilly-sur-Seine, as the substitute statutory auditor in replacement of Mr. Bruno Perrin for a term of 6 years due to expire at the end of the ordinary general meeting convened to approve the annual accounts for the fiscal year ending December 31, 2007.

Extraordinary general meeting

Authorization granted to the Board of Directors to allocate, in accordance with Articles L.225-177 et seq. of the French Code de commerce, stock options to the employees and executives ("mandataires sociaux") of the Company and affiliated companies within the meaning of Article L. 225-180 of the French Code de commerce

Since the extraordinary general meeting of May 31, 1996, the shareholders have regularly authorized the granting of stock options in the interest of attracting and retaining qualified employees, motivating them and aligning their interests with those of the shareholders.

We wish to reinforce the motivation of the Company's employees and those of its affiliated companies and to make them a part of the Group's development and success by implementing a new 2002 Stock Options Plan.

Consequently, we ask you (i) to terminate, effective immediately, the authority granted under the first resolution adopted by the ordinary and extraordinary shareholders' meeting on December 21, 2001, insofar as it has not been used by the Board of Directors, pursuant to which the Board of Directors was authorized to issue options to subscribe for or to acquire up to a remaining amount of 1,270,000 shares as at the date of this general meeting, and (ii) to authorize the Board of Directors, in accordance with the provisions of Articles L. 225-177 et seq. of the French Code de Commerce, to grant, on one or more occasions, to the executives and employees (holding less than 10% of the share capital)of the Company and its and affiliated companies, within the meaning of Article L. 225-180 of the French Code de Commerce (including ActivCard Europe S.A. and ActivCard Inc.), stock options giving the right to subscribe to new shares issued by the Company or to acquire existing shares of the Company purchased by the Company in accordance with applicable law.

Pursuant to Article L. 225-178 of the French Code de commerce, we ask you to take note that the said authorization would imply to the benefit of the option beneficiaries an express waiver by the

shareholders of their preferential subscription rights to the shares that will be issued upon the exercise of options.

The terms of options shall be determined at the date when such options are granted by the Board of Directors with the following conditions:

•: exercise price of the options to subscribe for new shares: the exercise price of the options to subscribe to new shares of the Company shall be equal to the greater of the following: (i) the average of the prices quoted for the shares on the Nasdaq during the twenty market sessions preceding the date when the Board of Directors grants the options and (ii) the closing price for the shares on the Nasdaq during the market session preceding the date when the Board of Directors grants the options, it being specified that under no circumstances the exercise price of the options to subscribe for new shares shall be lower than the nominal value of the shares
•: exercise price of the options to purchase existing shares: the exercise price of the options to purchase existing shares of the Company shall be equal to the greater of the following: (i) the average of the prices for the shares on the Nasdaq during the twenty market sessions preceding the date when the Board of Directors grants the options and (ii) the closing price for the shares on the Nasdaq during the market session preceding the date when the Board of Directors grants the options, it being specified that under no circumstances, the exercise price for existing shares shall be lower than 80% of the average price for shares purchased, as the case may be, by the Company.
•: Exchange rate: the board of directors may, as the case may be, authorize the beneficiary of the option to pay the exercise price in the currency in force in the country where he is a resident on the basis of the noon buying rate of the Federal Reserve Bank in New York applicable on the exercise date (or any other published rate if such rate is not available).
•: adjustment of the number and the price: the exercise price shall not be amended except if, during the period when the options may be exercised, the Company carries out any of the financial transactions referred to in Article L.225-181 of the French Code de commerce. In such circumstances, the Board of Directors shall adjust, in accordance with applicable regulations, the number and the price of the shares that may be subscribed to or purchased upon exercise of the options to take into account the consequences of such a transaction.
•: maximum number of shares, which may be subscribed to or purchased: the total number of shares, which may be subscribed to or purchased, by virtue of this authorization shall not exceed 1,270,000 shares of a nominal value of 1 Euro, it being specified that, at any time, the number of options granted by the Board of Directors, outstanding and unexercised, may not exceed one-third of the share capital.
•: duration of the authorization: the Board of Directors may grant the options on one or several occasions over a period of 38 months from the date of this meeting.
•: duration of the exercise period: the options must be exercised within ten years from the date on which they were granted by the Board of Directors, it being specified that in the event of a beneficiary's death, the options may be exercised at any time within six months following the date of the death by the beneficiary's heirs.

The Board of Directors indicates that determination of the exercise price of the options by reference to the average of the prices for the shares on the Nasdaq during the twenty market sessions preceding the date when the Board of Directors grants the options and the closing price for the shares on the Nasdaq during the market session preceding the date when the Board of Directors grants the options is compatible with the requirements of article L. 225-177 of the French Code de commerce, pursuant to when the shares of the company are not listed on a regulated market, the exercise price is fixed in accordance with objective methods used for the valuation of shares, taking into account with a weighting that must be appropriate to each situation, of the net worth, of the profitability and of the

company's prospects. The Board of Directors considers that the market price is an objective method of valuation and is representative of the company's prospects.

If you approve this resolution, we propose delegating full power to the Board of Directors for the purposes of:

•: Determining the dates of option grant and the conditions under which the options are granted and exercised, the Board being authorized to restrict, limit, or forbid during certain periods or subsequent to certain events the exercise of options or the sale or conversion into bearer form the shares subscribed further to the exercise of options;
•: Determining the beneficiaries of the options;
•: Purchasing shares of the Company pursuant to applicable regulations;
•: Reporting the capital increases following the exercise of the options, and charging, if applicable, the cost of every capital increase against the issue premium resulting from the capital increases, and deducting from this sum the amount necessary for the allocation to the legal reserve so as to raise it to 10% of the new amount of the share capital after each increase; and
•: Amending the by-laws accordingly and generally implementing all necessary measures.

Each year the Board of Directors shall inform the General Meeting under the conditions provided by applicable law of the transactions carried out under this resolution.

Authorization to issue up to 420,000 share warrants without preferential subscription right for Messrs. Montague Koppel, Lee Kheng Nam, Clifford Gundle, Antoine Spillmann, Sergio Cellini and James Ousley and to Cello Trust Limited.

We considered necessary (i) in view of the contributions as Directors of ActivCard S.A. to the development and success of the Company to issue to Mssrs Montague Koppel, Lee Kheng Nam, Clifford Gundle, Antoine Spillmann, Sergio Cellini and James Ousley, members of the Board of Directors of ActivCard and (ii) in view of the contribution of Messr. Martin Smüllen and Richard Smüllen represented by Cello Trust Limited to the development abroad of business activities of the Company for which they accepted executive functions within the Group, to grant share warrants giving the right to subscribe new shares of the Company.

On April 30, 2002, the Board of Directors revised the structure of Directors compensation. The Directors decided to forego cash compensation for meeting attendance for 2002 and decided to grant, subject to shareholder approval, warrants to acquire up to 50,000 shares per annum for each Board member plus additional warrants to acquire up to 5,000 shares to each Director who sits on a Board Committee.

With regard to the provisions of Article L.228-95 of the French Code de commerce, the Board of Directors will be authorized to issue up to 420,000 warrants, on one or several occasions, at its sole discretion, each warrant giving the holder the right to subscribe to 1 new share of the Company of a nominal value of 1 Euro, resulting in a capital increase of 420,000 euros nominal value in addition to which will be added the nominal amount of shares to be issued, in order to protect the rights of warrant holders in the case where this protection is imposed.

We also request you to waive the shareholders preferential subscription rights for the total of warrants to be issued and to reserve the right to subscribe to these warrants to the following persons and in the proportions indicated below:

•: Montague Koppel: 65,000 warrants giving the right to subscribe to 65,000 new shares, each of a nominal value of 1 Euro;
•: Lee Kheng Nam: 55,000 warrants giving the right to subscribe to 55,000 new shares, each of a nominal value of 1 Euro;

•: Clifford Gundle: 55,000 warrants giving the right to subscribe to 55,000 new shares, each of a nominal value of 1 Euro;
•: Antoine Spillmann: 50,000 warrants giving the right to subscribe to 50,000 new shares, each of a nominal value of 1 Euro;
•: Sergio Cellini: 55,000 warrants giving the right to subscribe to 55,000 new shares, each of a nominal value of 1 Euro;
•: James Ousley: 65,000 warrants giving the right to subscribe to 65,000 new shares, each of a nominal value of 1 Euro; and
•: Cello Trust Limited: 75,000 warrants giving the right to subscribe to 75,000 new shares, each of a nominal value of 1 Euro.

We also ask you to waive, in the interest of the warrant holders, the preferential subscription rights to the shares that will be issued by the exercise of the said warrants.

The present authorization shall be valid for a period of one year from this meeting. The share warrants will become vested and exercisable at the rate of 25% per year at the end of the first, second, third and fourth year respectively after the date of their issuance. These share warrants may be exercised no later than 5 years following the date of their issuance after which they will lose all validity.

The issue price for each share warrant shall not be less than 0.01 euro.

If you adopt this resolution, each warrant will give the holder the right to subscribe to one (1) share at a price equal to the greater of the following: (i) the average of the prices quoted for the shares on the Nasdaq during the twenty market sessions preceding the date when the Board of Directors grants the warrants and (ii) the closing price for the shares on the Nasdaq during the market session immediately preceding the date when the Board of Directors grants the warrants, it being specified that, under any circumstances, the subscription price for the shares shall be at least equal to the nominal value of the share of the Company

The board of directors may, as the case may be, authorize the beneficiary to pay the exercise price in the currency in force in the country where he is a resident on the basis of the noon buying rate of the Federal Reserve Bank in New York applicable on the payment date (or any other published rate if such rate is not available).

If you adopt this resolution to issue 420,000 share warrants, the dilution resulting from the exercise of such issue shall be as follows:

(i): on December 31, 2001:

If none of the securities giving access to the share capital of the Company are exercised as of the date hereof, the interest of a shareholder holding 1% of the share capital would decrease to 0,9897%, corresponding to a decrease of 0,0103%.

If all of the securities giving access to the share capital of the Company are exercised as of the date hereof, the total number of shares would increase from 49,639,114 to 50,059,114 and the interest of a shareholder holding 1% of the share capital would decrease to 0.9916%, corresponding to a decrease of 0.084%.

(ii): on December 31, 2001:
(iii): Assuming the issue of 420,000 shares at a price of $6.75 per share, the net worth per share (US GAAP), which would amount to $6.70 per share on December 31, 2001 and would amount to (i) $ 6.70 per share, assuming (except of the 420,000 share warrants) no securities giving access to the share capital of the Company have been exercised and (ii) $5.46 per share

assuming all of the securities giving access to the share capital of the Company are exercised. Theoretical impact on the share price on Nasdaq:

Considering that in any event the exercise price will be determined to be the greater of (i) the average of the prices quoted for the shares on the Nasdaq during the twenty market sessions preceding the date when the shareholders approve the grant of warrants and (ii) the closing price for the shares on the Nasdaq during the market session preceding the date when the shareholders approve the grant of warrants, the theoretical impact on the share price on Nasdaq should be negligible.

To implement this resolution, your Board of Directors solicit from you powers, notably, in order to determine the characteristics and the issue price of the warrants; position the terms of exercise of the these warrants, in particular the subscription price within the limits set out above and the maturity date of the shares to be issued, arrange for the delay period during which the warrants may be exercised; take all measures in order to protect the rights of warrant holders in the event of the occurrence of the transactions set out in Articles 171 et seq. of the Decree of March 23, 1967; note the increase or the increases in capital following the exercise of the warrants; charging, if appropriate, the costs of any capital increase to the premium resulting from such capital increase, and taking from this amount the sums necessary to increase the legal reserves up to one-tenth of the new share capital after each increase; amend the by-laws accordingly; and more generally, take all measures and carry out all formalities in relation to the issue of the share warrants.

Pursuant to the French legal requirements, authorization granted to the Board of Directors to increase the share capital for the purpose of reserving the subscription to shares for members of a Company Savings Plan or a Voluntary Employment Savings Plan

In accordance with the provisions of Articles L. 443-1 et seq. of the French Code du travail, Article 225-138 of the French Code de Commerce, and Article 225-129 of the same Code, the Board of Directors is obligated to submit to the extraordinary general meeting a resolution to authorize the increase of share capital reserved for employees whenever there is a resolution to authorize the increase of share capital.

Your Board of Directors is opposed to this resolution it does not consider necessary to approve.

In this context, we are obliged to propose a resolution related to the authorization to increase the share capital reserved for employees pursuant to the conditions described below:

•: Granting the Board of Directors until the general meeting convened to approve the accounts for the fiscal year ending December 31, 2002 or at the latest in the delay stipulated in Article L. 225-138 IV 3, the full power required to increase the share capital up to a maximum nominal amount equivalent to 10,000 new shares of the Company of Euro 1 nominal value, on one or several occasions, at its sole discretion, by way of issuance of shares or other securities giving access to the capital of the Company reserved for members of a Company Savings Plan or a Voluntary Employment Savings Plan of the Company or of French or foreign companies of the Group, in accordance with the law in proportion and at the times subject to the limits indicated above;
•: Waiving the preferential subscription right of the shareholders in favor of members of a Company Savings Plan or a Voluntary Employment Savings Plan to the new shares that will be issued;
•: A possibility of the Board of Directors' providing the allocation of free shares or other securities giving access to the capital of the Company, it being understood that the total advantage resulting from such allocation and, where applicable, the reduction in the subscription price, may not exceed the legal and statutory limits made available;
•: Delegating to the Board of Directors the power to set characteristics of other securities giving access to the Company under the conditions by the applicable regulation; and
•: Delegating to the Board of Directors the power to set the issue price of the new shares and other securities giving access to the Company according to the legal and regulatory provisions.

Granting full power to the Board of Directors, with the right to subdelegate to its Chairman, to implement this authorization, and namely, to determine the dates of the paying up of shares, and, where applicable, of other securities giving access to the capital of the Company; to set the terms and conditions of the share issuances to be carried out pursuant to this authorization; to determine the opening and closing dates of the subscriptions, the maturity dates, and the terms and conditions of payment of the shares and other securities giving access to the capital of the Company, where applicable, to apply for the admission for listing of issued securities wherever the Board decides.

If you adopt this resolution, the Board of Directors would be vested with the right to sub-delegate to its Chairman full power to carry out the capital increases of shares, which would be effectively subscribed, modify accordingly the bylaws, effect, directly or by proxy, all transactions and formalities relating to the capital increases and at its sole discretion, and if deemed necessary, charge the costs of the capital increases to the premiums related to such increases and deduct from those premiums the amounts necessary in order to bring the legal reserve up to one tenth of the new capital after each increase, and perform all necessary formalities at the appropriate government services and generally do all that is necessary.

We thank you for entrusting the Board of Directors with all the decisions concerning the actions necessary for the transactions that we have presented to you.

It is within these conditions that we ask you to approve the resolutions that the Board has submitted to you, with the exception of third resolution submitted to the extraordinary general meeting, which we do not approve for the above mentioned reason, regarding the authorization granted to the Board of Directors to increase the share capital for the purpose of reserving the subscription to shares for members of a Company Savings Plan or a Voluntary Employment Savings Plan.

The Board of Directors

ACTIVCARD S.A.
Société Anonyme with capital of 40,159,514 euros
Registered office: ²⁴/28 avenue du Général de Gaulle
92156 Suresnes
341 213 411 R.C.S. Nanterre

ORDINARY and EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
HELD ON JUNE 27, 2002

DRAFT AGENDA AND RESOLUTIONS
AGENDA

Ordinary Meeting

•: Report of the Board of Directors and presentation of the annual statutory accounts financial statements for the fiscal year ended December 31, 2001.
•: Approval of the annual statutory accounts for the fiscal year ended December 31, 2001, discharge to Directors.
•: Allocation of financial results for the fiscal year ended December 31, 2001.
•: Approval of the agreements provided for in Articles L.225-38 et seq. of the French Code de commerce.
•: Renewal of the term of office of the eight Directors.
•: Renewal of the term of office of the observer ("censeur") of the Board of Directors.
•: Appointment of a statutory auditor.
•: Appointment of a substitute statutory auditor.
•: Powers of attorney.

Extraordinary Meeting

•: Authorization granted to the Board of Directors to allocate, in accordance with Articles L.225-177 et seq. of the French Code de commerce, stock options to the employees and executives officers ("mandataires sociaux") of the Company and affiliated companies within the meaning of Article L.225-180 of the French Code de commerce.
•: Authorization to issue up to 65,000 share warrants without preferential subscription right for Montague Koppel
•: Authorization to issue up to 55,000 share warrants without preferential subscription right for Lee Kheng Nam
•: Authorization to issue up to 55,000 share warrants without preferential subscription right for Clifford Gundle
•: Authorization to issue up to 50,000 share warrants without preferential subscription right for Antoine Spillmann
•: Authorization to issue up to 55,000 share warrants without preferential subscription right for Sergio Cellini
•: Authorization to issue up to 65,000 share warrants without preferential subscription right for James Ousley
•: Authorization to issue up to 75,000 share warrants without preferential subscription right to the benefit of Cello Trust Limited.

•: Pursuant to the French legal requirements, authorization granted to the Board of Directors to increase the share capital for the purpose of reserving the subscription to shares for members of a Company Savings Plan or a Voluntary Employment Savings Plan.
•: Powers of attorney.

RESOLUTIONS

THE ORDINARY GENERAL MEETING

FIRST RESOLUTION

Approval of the annual statutory accounts for the fiscal year ended December 31, 2001

Discharge to Directors

The general meeting of shareholders, ruling on the conditions of quorum and majority required for ordinary general meetings, having heard the report of the Board of Directors and the statutory auditors' report for the fiscal year ended December 31, 2001,

Hereby approves the annual statutory accounts for the fiscal year ended December 31, 2001, as presented to it, and the transactions underlying the said accounts or summarized in the said reports,

And therefore fully and unreservedly discharges the Directors from the execution of their duties from for the fiscal year in question.

Hereby notes, in accordance with the provisions of Article 223 quarter of the French Code général des impôts, of the fact that there were no expenses or charges with in the meaning of Article 39-4 of the Code général des impôts for the fiscal year ended December 31, 2001.

Hereby notes, in accordance with the provisions of Article 223 quinquies of the French Code général des impôts, of the fact there were no expenses within the meaning of Article 39-5 of the French Code général des impôts for the fiscal year ended December 31, 2001.

SECOND RESOLUTION

Allocation of the financial results for the fiscal year ended December 31, 2001