Annual report 2001 - GL events

4
for its current account or in any other manner, or to
have its committments guaranteed or endorsed by it for
third parties.
This prohibition applies also to the President, the
Managing Director, the Managing Directors
Representatives, the representatives of legal entities
which are board members, as well as spouses, ascendents
and descendents of persons mentioned in the present
paragraph.
The provisions contracted between the company and the
persons mentioned above and concerning everyday
operations and contracted under normal conditions are
communicated by the interested party to the Chairman
of the Board of Directors.
The list and subject of the said provisions are
communicated by the Chairman to the Board of
Directors and to the Auditors.
Any shareholder has the right to have access to the list
and the subject of these provisions.
Article 19 – General Management
1 – The general management can only be assumed by a
physical person who can hold only one term of office as
general manager, member of the executive board or
single general manager, term of office to which one can
add a second term of office of general management as it
is defined above in a company controlled in accordance
with the article L 233-16 of the Business Code.
The person who is in charge of the general management
can occupy four positions of executive management,
even if he or she already holds positions of board
members within the company which he or she manages.
2 – The executive management of the company is held
under the responsability of either the Chairman of the
Board of Directors or by any other person nominated by
the Board of Directors and holding the title of General
Manager.
The General Manager is chosen among the board
members or outside the Board Members.
The Board of Directors has the authority to choose
between both methods of exercising his or her position
of general management as it is defined above.
The shareholders and the third parties are informed
concerning the choice made by the Board of Directors
within the conditions established by the texts in force.
3 – In case the general management of the company is
held by the Chairman of the Board of Directors, he or she
will hold the position of Chairman of the Board of
Directors and will be granted extended powers in order
to act under all circumstances in the name of the
company. He or she will exercise his or her powers
within the limitation of the business purpose of the
company and within the restriction that the law grants
specifically to shareholders meetings and to board of
directors. He or she represents the company when
dealing with third parties. The company is committed
even by the actions taken by the Chairman, which do not
handle the company main business, except if the third
party knew or could not ignore the fact that the
company was dealing with an item beyond its objects.
When the Chairman of the Board holds the positions of
President and General Manager, he or she can, if he or
she wishes to, call for the asistance of one or several
General Managers Representatives who cannot exceed
the number of five.
4 – When the Chairman of the Board of Directors does
not hold the position of General Manager, he or she
represents the Board of Directors. He or she organizes
and directs the actions of the Board and informs the
Annual General Meeting about them. He or she makes
sure the different organs of management of the
company are properly run and more specifically watches
to see that the directors are up to fill their missions
adequately.
5 – When the general management of the company is
held by one or several General Managers, they have the
same powers as the ones granted to the Chairman when
the latter one is in charge of the general management.
According to the suggestion made by the General
Management, the Board of Directors can nominate one
or several General Management Respresentatives who
cannot exceed the number five. When the General
Manager is incapacitate, the General Management
Representative or Representatives maintain, unless
otherwise decided upon by the board, their missions and
their responsabilities until the nomination of a new
General Manager.
Article 23 – Admission to the meetings - Powers
First paragraph : unchanged
2. Any shareholder can vote by post by filling a form
which can be obtained in compliance with the
conditions indicated in the notice to attend the Annual
General Meeting. Any shareholder can within the
conditions established by the laws and regulations
address its form of proxy and postal vote, concerning the
Annual General Meeting either in paper form or,
following the decision of the board of directors,
published in the notice to announce the meeting and the
notice to attend the meeting, by fax.
3. Any shareholder has also the possibility to have
someone represent him or her within the conditions
established by the the regulation in force provided the
representative be himself a shareholder. He or she can
also be represented by his or her spouse. Shareholders
who do not reside on French soil and whose shares are
registered in an account under the name of an
intermediary within the conditions of the article L 228-1
of the Business Code, can have himself or herself be
represented by this said intermediary.
The rest of the article, unchanged
TWELFTH RESOLUTION
All powers are given to the carrier of orignial copies or plain copies of the official report of the present Annual General
Meeting in order to proceed with all the formalities required by law.