Page 1 of 14
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 1)
Under the Securities Exchange Act of 1934
PUBLICIS GROUPE S.A.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
744 63 M 106
(CUSIP Number)
Jean-Michel Etienne
133, Avenue Des Champs-Elysees
75008 Paris, France
01133-1-44-43-72-30
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 28, 2003
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(Date of Event which Requires Filing of this Statement)
* If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box: [ ]
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
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Elisabeth Badinter
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
(b) |X|
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3. SEC Use Only
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4. Source of Funds (See Instructions) N/A
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5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
[]
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6. Citizenship or Place of Organization
Republic of France
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7. Sole Voting Power
7,766,800 (representing 15,533,600 voting rights)
Number of ----------------------------------------------------------------
Shares 8. Shared Voting Power
Beneficially
Owned by 66,478,504 (97,438,704 voting rights)
Each ----------------------------------------------------------------
Reporting 9. Sole Dispositive Power
Person
With 7,766,800
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10. Shared Dispositive Power
66,478,504
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
74,245,304 (representing 112,972,104 voting rights)
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12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
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13. Percent of Class Represented by Amount in Row (11)
37.9% (equity interest); 50.0% (voting power)
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14. Type of Reporting Person (See Instructions) IN
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Page 3 of 14
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Societe Anonyme Somarel
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |_|
(b) |X|
-
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3. SEC Use Only
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4. Source of Funds (See Instructions) N/A
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5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
[ ]
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6. Citizenship or Place of Organization
Republic of France
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7. Sole Voting Power
0
Number of ----------------------------------------------------------------
Shares 8. Shared Voting Power
Beneficially
Owned by 30,960,000(representing 61,920,000 voting rights)
Each ----------------------------------------------------------------
Reporting 9. Sole Dispositive Power
Person
With 0
----------------------------------------------------------------
10. Shared Dispositive Power
30,960,000
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
30,960,000 (representing 61,920,000 voting rights)
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12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
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13. Percent of Class Represented by Amount in Row (11)
15.8% (equity interest); 27.4% (voting power)
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14. Type of Reporting Person (See Instructions)
CO, HC
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ITEM 1. SECURITY AND ISSUER
This Amendment No. 1 amends the Schedule 13D originally filed on October
7, 2002 (as amended, the "Schedule 13D") by Elisabeth Badinter and Societe
Anonyme Somarel and relates to ordinary shares, nominal value (euro)0.40 per
share, of Publicis Groupe S.A., a societe anonyme organized under the laws of
the Republic of France (the "Issuer"). The principal executive offices of the
Issuer are located at 133, Avenue des Champs-Elysees, 75008 Paris, France.
Capitalized terms used without definition in this Amendment No. 1 shall have the
respective meanings ascribed to them in the Schedule 13D. The terms "herein" and
"hereof" are references to the Schedule 13D, as amended by this Amendment No. 1.
ITEM 2. IDENTITY AND BACKGROUND
(a) The names of the persons filing this statement are Elisabeth
Badinter and Societe Anonyme Somarel ("Somarel"). Ms. Badinter is the daughter
of Marcel Bleustein-Blanchet, the founder of the Issuer. Somarel is a holding
company the principal asset of which is the interest in the Issuer. The names of
the directors of Somarel are set forth on Schedule I hereto which is
incorporated herein by reference. Somarel does not have any officers.
(b) The business address of Ms. Badinter and Somarel is 133, Avenue des
Champs-Elysees, 75008 Paris, France. The business addresses of the directors of
Somarel are set forth on Schedule I hereto.
(c) The principal occupation of Ms. Badinter is lecturer at the Ecole
Polytechnique and author. Ms. Badinter is the Chairperson of the Issuer's
Supervisory Board and of Somarel's Board of Directors. The principal occupation
of each director of Somarel is set forth in Schedule I hereto. The business
addresses of the employers of the directors of Somarel are set forth on Schedule
I hereto.
(d) Neither Ms. Badinter nor Somarel, or, to the best knowledge of
Somarel, any of the persons set forth on Schedule I hereto, has, during the last
five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Neither Ms. Badinter nor Somarel, or to the best knowledge of
Somarel, any of the persons set forth on Schedule I hereto, was, during the last
five years, a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and, as a result of such a proceeding, was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or State securities laws
or finding any violation with respect to such laws.
(f) Ms. Badinter is a French citizen. Somarel is a societe anonyme
organized under the laws of the Republic of France. The nationality of the
directors of Somarel is set forth on Schedule I hereto.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
See description of the transaction in Item 4. No funds were required.
Page 5 of 14
ITEM 4. PURPOSE OF TRANSACTION
Pursuant to the Agreement and Plan of Merger (the "Somarel Merger
Agreement") entered into by and among Somarel, the Issuer and the other
shareholders of Somarel listed on the signature pages thereto, Somarel will
merge with and into the Issuer, with the Issuer as the surviving corporation
(the "Somarel Merger"). As a consequence of the Somarel Merger, each Somarel
shareholder, including Ms. Badinter, will receive ten ordinary shares of the
Issuer in exchange for each share of Somarel that such shareholder holds. The
Somarel Merger is conditioned, among other things, upon the approval of the
shareholders of the Issuer and Somarel. The Issuer and Somarel's shareholders
will meet on May 15, 2003 to vote on the Somarel Merger and the Somarel Merger
is expected to be completed immediately after such shareholder approvals are
obtained. The detailed terms of the Somarel Merger are contained in a French
prospectus (the "Prospectus") filed by the Issuer with the Commission des
Operations de Bourse ("COB") in Paris, which will be included in the Issuer's
proxy statement to be mailed to its shareholders in connection with its May 15,
2003 shareholder meeting. The Issuer filed an English translation of the
Prospectus with the SEC under cover of Form 6-K on April 21, 2003.
On March 7, 2002, Ms. Badinter and Dentsu Inc., a Japanese corporation,
("Dentsu") executed and delivered a Memorandum of Understanding (the "MOU") to
govern their relationship as shareholders of Publicis Groupe S.A. The MOU was
entered into in connection with the Merger on September 24, 2002 of Bcom3 into a
wholly-owned subsidiary of the Issuer (the "Bcom3 Merger"). Upon completion of
the Bcom3 Merger, Dentsu became a shareholder of Publicis. The Bcom3 Merger is
described in more detail in the Issuer's Registration Statement on Form F-4
(Registration No. 333-87600) (the "Registration Statement").
The MOU provides for, among other things, an agreement between Dentsu and
Ms. Badinter on how to vote the Publicis ordinary shares owned by Dentsu and
Somarel on certain matters and certain restrictions on transfer of such shares.
Pursuant to the MOU, Dentsu agreed to cause its designees on Publicis's
Supervisory Board to vote to elect Ms. Badinter chairperson of Publicis's
Supervisory Board, to elect to and maintain on the Supervisory Board Ms.
Badinter's nominees, and to vote in favor of nominees to Publicis's Management
Board proposed by Ms. Badinter, provided that Ms. Badinter will consult with
Dentsu regarding the Management Board nominees. In addition, Dentsu agreed to
vote its Publicis shares as directed by Ms. Badinter regarding certain matters,
such as amendments to Publicis's charter to change Publicis's name or
headquarters, the size of Publicis's Supervisory Board or Management Board, the
terms of the Supervisory Board and Management Board members, specified merger,
consolidation or similar transactions, declaration of dividends, and certain
capital increases and reductions. Dentsu agreed not to vote at any Publicis
shareholders meeting an amount of shares of the Issuer to be received by
Dentsu in the Merger representing in excess of 15% of the Issuer's total voting
power. In turn, Ms. Badinter agreed to vote, and cause Somarel to vote, the
shares of the Issuer held by her to elect to and maintain on the Supervisory
Board the two Dentsu nominees.
Pursuant to the MOU, Dentsu agreed not to pledge or transfer any of the
shares of the Issuer received by it in the Bcom3 Merger until July 12, 2012.
From July 12, 2012, Ms. Badinter has a right of first refusal with respect to
shares of the Issuer to be sold by Dentsu in private transactions and a right of
first offer with respect to shares of the Issuer to be sold by Dentsu in the
open market or to an underwriter or in another organized selling effort. The MOU
remains
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binding upon the parties until a more detailed shareholders agreement is
negotiated and executed by Ms. Badinter and Dentsu.
Dentsu and Ms. Badinter also entered into a letter agreement (the "Letter
Agreement"), dated March 7, 2002, pursuant to which Dentsu agreed to put in
escrow an amount of shares of the Issuer to be received by Dentsu in the
Bcom3 Merger that entitle Dentsu to voting rights representing in excess of 15%
of the Issuer's total voting power. As of the date hereof, this arrangement has
not been implemented.
The preceding summaries of certain provisions of the Somarel Merger
Agreement, the MOU and the Letter Agreement are not intended to be
complete and are qualified in their entirety by reference to the full text of
such agreements. An English translation of the complete text of the Somarel
Merger Agreement is filed herewith as Exhibit 1 and is incorporated
herein by reference. The complete text of the MOU has been filed with the
Securities and Exchange Commission as Exhibit 10.1 to the Registration
Statement and is incorporated herein by reference. The complete text of the
Letter Agreement has been filed with the SEC as Exhibit 3 to the original
Schedule 13D filed by Ms. Badinter and Somarel on October 7, 2002 and is
incorporated herein by reference.
Subject to the information contained herein, Ms. Badinter currently
intends to maintain her interest in the Issuer upon completion of the Somarel
Merger. Ms. Badinter expects to review on a continuous basis various factors
relating to her investment in the Issuer, including the Issuer's business and
prospects, the price and availability of the Issuer's shares, subsequent
developments related to the Issuer, other investment and business opportunities
available to Ms. Badinter and general stock market or economic conditions. Based
on these factors, Ms. Badinter may from time to time decide to purchase
additional shares of the Issuer or sell all or part of her investment in the
Issuer.
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER
Generally, ordinary shares of the Issuer entitle the holder thereof to one
vote per share. However, if the same shareholder holds ordinary shares of the
Issuer for a two-year period in registered form, these shares are granted double
voting rights. The Publicis shares to be issued in the Somarel Merger in
exchange for Somarel Shares held for more than two years will also have double
voting rights. The following statements regarding interest in securities of the
Issuer reflect the double voting rights, where applicable.
Ms. Badinter owns directly 7,766,800 ordinary shares (with 15,533,600
voting rights) of the Issuer, representing approximately 4.0% of the total
outstanding ordinary shares of the Issuer and approximately 6.9% of the Issuer's
voting power (the "EB Shares").
Somarel owns 30,960,000 ordinary shares (with 61,920,000 voting rights) of
the Issuer, representing approximately 15.8% of the total outstanding ordinary
shares of the Issuer and approximately 27.5% of the Issuer's voting power (the
"Somarel Shares"). Ms. Badinter owns (1) the usufruct interest (usufruit) in
1,577,302 shares of Somarel (the "Usufruct Shares") and (2) 10,652 shares of
Somarel, which together represent 51.3% of Somarel's total outstanding shares
and voting power. As the usufruct holder with respect to the Usufruct Shares,
Ms. Badinter is entitled to all economic rights attached to the Usufruct Shares
and has the right to vote at general shareholder meetings of Somarel. Ms.
Badinter is also the Chairperson of Somarel's Board of Directors. Ms. Badinter's
children own the bare legal title (nue propriete) with respect to the Usufruct
Shares. The holders of bare legal title to the Usufruct Shares have the right to
vote the
Page 7 of 14
shares at special shareholders meetings. Upon completion of the Somarel
Merger, the usufruct/bare legal title arrangement between Ms. Badinter and her
children will continue with respect to the 15,773,020 ordinary shares of the
Issuer to be issued in the Somarel Merger in exchange for the Usufruct Shares.
Dentsu owns 28,690,875 ordinary shares of the Issuer (the "Dentsu
Shares"). In addition, Dentsu owns the bare legal title and voting rights, but
not the economic interest (the "Dentsu Bare Legal Title") in 6,827,629 ordinary
shares of the Issuer until September 24, 2004 pursuant to the Agreement of
Transfer of the Nue Propriete of Certain Shares of the Issuer, dated September
24, 2002, among Dentsu, Wilmington Trust Company, as special nominee, and the
Issuer, which is incorporated herein by reference. The Dentsu Shares represent
approximately 14.6% of the total outstanding ordinary shares of the Issuer and
the Dentsu Shares and the Dentsu Bare Legal Title represent approximately 18.1%
of the total outstanding shares of the Issuer and 15.8% of the Issuer's voting
power. As stated in Item 4, Dentsu agreed not to vote approximately 0.8% of the
total voting power of the Issuer, or 1,608,807 Dentsu Shares and Dentsu Bare
Legal Title, which is the excess of Dentsu's voting power over 15% of the
Issuer's total voting power.
Ms. Badinter has the sole power to vote or direct the voting of, and the
sole power to dispose or direct the disposition of, the EB Shares. Somarel, Ms.
Badinter and her children have shared power to vote or direct the voting of, and
shared power to dispose or direct the disposition of, the Somarel Shares. By
virtue of the MOU, Ms. Badinter may be deemed to have shared power to vote, or
direct the voting of, the Dentsu Shares and the Dentsu Bare Legal Title (subject
to the voting restriction described in the previous paragraph) and shared power
to dispose of, or direct the disposition of, the Dentsu Shares and the Dentsu
Bare Legal Title.
Based on the above, Ms. Badinter may be deemed to beneficially own
74,245,304 ordinary shares (with 112,972,104 voting rights) of the Issuer,
representing approximately 37.9% of the total outstanding shares of the Issuer
and approximately 50.0% of the Issuer's voting power.
Upon completion of the Somarel Merger, Ms. Badinter (1) will have the sole
power to vote or direct the voting of, and the sole power to dispose or direct
the disposition of, 7,873,320 ordinary shares (with 15,746,640 voting rights) of
the Issuer, representing approximately 4.0% of the total outstanding ordinary
shares of the Issuer and approximately 7.1% of the Issuer's voting power, (2)
with her children, may be deemed to have shared power to vote or direct the
voting of, and shared power to dispose or direct the disposition of (through her
ownership of usufruct interests in), 15,773,020 shares of the Issuer (with
29,046,040 voting rights), representing approximately 8.1% of the Issuer's total
outstanding shares and approximately 13.1% of the Issuer's voting power, and (3)
with Dentsu, may be deemed to have shared power to vote or direct the voting of
(subject to the voting restriction described above), and shared power to dispose
or direct the disposition of, 35,518,504 shares (with 35,518,504 voting rights),
representing approximately 18.2% of the total outstanding shares of the Issuer
and approximately 16.0% of its voting power.
Based on the above, upon completion of the Somarel Merger, Ms. Badinter
may be deemed to beneficially own 59,164,844 shares of the Issuer (with
80,311,184 voting rights), representing 30.3% of the total outstanding shares of
the Issuer and 36.2% of its voting power.
Page 8 of 14
Upon completion of the Somarel Merger, Somarel will cease to exist and
will not own any shares of the Issuer.
To the best knowledge of Somarel, none of the directors of Somarel (other
than Ms. Badinter as set forth herein) beneficially owns any shares of the
Issuer.
With regard to share information and percentages that do not reflect the
Somarel Merger, all share information is given as of December 31, 2002 and all
percentages are calculated based on 196,081,129 shares of the Issuer
outstanding, and 226,064,648 voting rights associated with shares of the Issuer,
in each case as of December 31, 2002. All share information and percentages
reflecting the Somarel Merger are based on 195,297,325 shares of the Issuer
outstanding (with 221,995,030 voting rights).
The principal business address of Dentsu is 1-11, Tsukiji, Chuo-ku, Tokyo
104-8426, Japan. The principal business of Dentsu is providing advertising and
marketing communications services.
To the best knowledge of Ms. Badinter and Somarel, Dentsu, during the last
five years, has not been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) and was not a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction as a result of which
Dentsu was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, Federal or
State securities laws or finding any violation with respect to such laws.
(c) None of Ms. Badinter, Somarel or, to the best knowledge of Somarel,
Somarel's directors effected any transactions in ordinary shares of the Issuer
during the past 60 days.
(d) No person other than Ms. Badinter has the right to receive dividends
on or proceeds from the sale of EB Shares. No person other than Somarel has the
right to receive dividends on or proceeds from the sale of Somarel Shares.
Neither Ms. Badinter nor Somarel has the right to receive dividends on or
proceeds from the sale of Dentsu Shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENT, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The shareholders of Somarel, consisting of Ms. Badinter (and other members
of the Bleustein-Blanchet family), the investors (BNP-Paribas, Pechel
Industries, Cie Financiere St-Honore, Francarep and SRRE, hereinafter referred
to collectively as the "Investors"), certain other shareholders of Somarel
listed on the signature pages thereto and employees and members of the
management of the Issuer executed a shareholders' agreement, dated April 9, 1998
(hereinafter the "Shareholders Agreement"). Most provisions of the Shareholders
Agreement will terminate at the earlier to occur of the completion of the
Somarel Merger or June 30, 2003.
The Shareholders Agreement contains the following key terms:
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- that the Investors desire to ensure the continuity of the actions taken
by Ms. Badinter in the name of the family shareholders, to support the
development of the Issuer group and to help the Issuer implement the
strategic orientation defined under the authority of Ms. Badinter
within the corporate bodies of Somarel and the Issuer; specifically,
the Shareholders Agreement provides (1) that the Investors are bound by
the decisions of the board of directors of Somarel and they agree not
to dissent publicly, and (2) that Somarel, under the control of its
shareholders, will retain an interest in the Issuer.
- that the Investors and the employees and management of the Issuer will
retain all of their Somarel shares until June 30, 2003, with the
exception of transfers between shareholders. Ms. Badinter agreed not to
transfer any shares of the Issuer that would result in a decrease of
the voting rights of the Issuer that she holds directly and indirectly
through Somarel.
- that Ms. Badinter and the family shareholders may not reduce, in one
transaction or a series of transactions, the shares or voting rights
they hold by more than 10% without offering to the other parties to the
Shareholders Agreement to transfer their shares in the same proportion;
provided, however, that in the event of a change of control of the
Issuer as a result of a transfer of Somarel or Issuer shares by Ms.
Badinter, the other parties shall have the right to dispose of all of
their Somarel shares.
- that the Somarel Merger be effected before June 30, 2003 to ensure the
liquidity of the investments made by the Investors and of the employees
and management of the Issuer.
- that Ms. Badinter has a right of first refusal until June 30, 2006 in
the event that any former Somarel shareholder desires to sell a block
of Publicis shares of more than 0.5% of the capital of Publicis to a
competitor of Publicis.
This summary of certain provisions of the Shareholders Agreement is not
intended to be complete and is qualified in its entirety by reference to the
English translation of the agreement which is filed as Exhibit 5 hereto and
incorporated herein by reference.
See also description in Item 4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. English translation of Agreement and Plan of Merger, dated as of
March 28, 2003, by and among Publicis Groupe S.A. and Societe
Anonyme Somarel.
2. Memorandum of Understanding, dated as of March 7, 2002, between
Elisabeth Badinter and Dentsu (incorporated by reference to Exhibit
10.1 to Publicis Groupe S.A.'s Registration Statement on Form F-4
(Registration No. 333-86700)).
3. Agreement for the Transfer of Nue Propriete of certain Publicis
shares, dated September 24, 2002, among Dentsu Inc., Wilmington
Trust Company and
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Publicis Groupe S.A. (incorporated by reference to Exhibit 2 to
Somarel's and Ms. Badinter's Schedule 13D filed with the SEC on
October 7, 2002).
4. Letter Agreement, dated March 7, 2002, of Dentsu Inc. (incorporated
by reference to Exhibit 3 to Somarel's and Ms. Badinter's Schedule
13D filed with the SEC on October 7, 2002).
5. English translation of Shareholders' Agreement, dated April 9, 1998
among the shareholders of Somarel listed on the signature pages
thereto.
6. Joint Filing Agreement, dated as of April 28, 2003, between
Elisabeth Badinter and Societe Anonyme Somarel.
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After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
April 28, 2003
/s/ Elisabeth Badinter
------------------------------------
Elisabeth Badinter
SOCIETE ANONYME SOMAREL
/s/ Elisabeth Badinter
------------------------------------
Name: Elisabeth Badinter
Title: Chairman, Somarel
Page 12 of 14
EXHIBIT INDEX
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1. English translation of Agreement and Plan of Merger, dated as of
March 28, 2003, by and among Publicis Groupe S.A. and Societe
Anonyme Somarel.
2. Memorandum of Understanding, dated as of March 7, 2002, between
Elisabeth Badinter and Dentsu (incorporated by reference to Exhibit
10.1 to Publicis Groupe S.A.'s Registration Statement on Form F-4
(Registration No. 333-86700)).
3. Agreement for the Transfer of Nue Propriete of certain Publicis
shares, dated September 24, 2002, among Dentsu Inc., Wilmington
Trust Company and Publicis Groupe S.A. (incorporated by reference to
Exhibit 2 to Somarel's and Ms. Badinter's Schedule 13D filed with
the SEC on October 7, 2002).
4. Letter Agreement, dated March 7, 2002, of Dentsu Inc. (incorporated
by reference to Exhibit 3 to Somarel's and Ms. Badinter's Schedule
13D filed with the SEC on October 7, 2002).
5. English translation of Shareholders' Agreement, dated April 9, 1998
among the shareholders of Somarel listed on the signature pages
thereto.
6. Joint Filing Agreement, dated as of April 28, 2003, between
Elisabeth Badinter and Societe Anonyme Somarel.
Page 13 of 14
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Name1 Principal Occupation or Nationality/
---- ------------------------
Country of
Employment Formation
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Elisabeth Badinter Lecturer, Ecole Polytechnique2 French
Chairperson of the Somarel
Board
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Sophie Dulac Manager, Sophie Dulac French
Productions, Member of the
Supervisory Board of Publicis
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Claude Marcus Retired French
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Jean-Michel Bleustein Retired French
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Simon Badinter Chairman of Management Board, French
Medias & Regies Europe;3
Member of the Supervisory
Board of Publicis
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Benjamin Badinter Member of the Management French
Board of Medias & Regies
Europe, Director of European
Development of Publicis
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Eric Delorme Partner at "Paribas Affaires French
Industrielles"4
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Pechel Industries5 N/A French
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Judith Badinter Member of the Supervisory French
Board of Medias & Regies
Europe, psychoanalyst
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Compagnie Financiere N/A French
Honore6
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SRRE SA7 N/A Luxembourg
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MLMS8 N/A French
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FRANCAREP9 N/A French
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--------
1 The business address of all directors is: c/o Somarel, 133, Avenue des
Champs-Elysees, 75008 Paris, France.
2 The address of the Ecole Polytechnique is route de Saclay, 91128 Palaiseau,
France.
3 The address of Medias & Regies is 133, Avenue des Champs-Elysees, 75008 Paris,
France.
4 The address of "Paribas Affaires Industrielles" is 43, avenue de l'Opera
75002. Parent company of Paribas Affaires Industrielles is "BNP-Paribas", 16,
Boulevard des Italiens, 75009 Paris, France.
5 Represented by Jean Gore.
6 Represented by Samuel Pinto.
7 Represented by Charles de Croisset, Chairman of the CCF.
8 Represented by Claudine Bienaime.
9 Represented by Georges Babinet.