Notices of the Ordinary Shareholders' Meeting and the Combined Shareholders' Meeting of April 11, 2003
Due to a lack of quorum on first notice on April 3, 2003 the Shareholders of TECHNIP-COFLEXIP are invited to attend to the Ordinary General Meeting which will be held on April 11, 2003 at 10:00 am, at the Maison de la Chimie – Salle N° 162 - 28 rue Saint-Dominique – 75007 PARIS, as well as to the Combined Shareholders’ Meeting which will follow immediately thereafter the same day at the same place. The respective agendas are as follows:
AGENDA OF ORDINARY SHAREHOLDERS’MEETING
1.Auditors’ special report, in accordance with the provisions of Articles L. 225-86 et seq. of the French Commercial Code;
AGENDA OF THE COMBINED SHAREHOLDERS’MEETING
A. FOR CONSIDERATION BY THE EXTRAORDINARY MEETING
1.Management Board’s report to the Extraordinary General Meeting;
2.Change in the form of management of the Company to a limited Company with a Board of Directors (Société Anonyme à Conseil d’Administration);
3.Adoption of the new articles of association of the Company;
4.Authorization to the Management Board or Board of Directors to increase the share capital in order to reserve subscription of any shares to be issued to the members of a Company Savings Plan or a Voluntary Employee Savings Plan;
5.Authorization to the Management Board or Board of Directors to increase the share capital by issuing, with the preferential subscription right maintained, shares or any other securities giving immediate or future access to capital;
6.Authorization to the Management Board or Board of Directors to increase the share capital by issuing, without the preferential subscription right, shares or any other securities giving immediate or future access to capital;
7.Authorization to the Management Board or Board of Directors to increase the capital through the capitalization of reserves, earnings or premiums;
8.Authorization to the Management Board or Board of Directors to increase the capital in the event of an exchange or tender offer on the Company's stock;
B. FOR CONSIDERATION BY THE ORDINARY MEETING
9.Report from the Management Board;
10.Appointment of members of the Board of Directors;
12.Authorization to the Management Board or Board of Directors to issue bonds, equivalent or other securities granting the same claims on the Company;
13.Ratification of change of Registered Office;
14.Purchase of shares;
C. FOR CONSIDERATION BY THE COMBINED EXTRAORDINARY AND ORDINARY MEETING:
All documents provided for by the law and proxy forms have been available since March 19, 2003, at BNP-PARIBAS, GIS-Emetteurs, Service des Assemblées, Les Collines de l’Arche de la Défense, 75450 PARIS cedex 09, France.
Shareholders holding bearer shares will have to enclose with their request a certificate issued by the financial institution handling such shares stating that the same have been blocked.
With a workforce of about 19,000, Technip-Coflexip ranks among the top five in the field of oil, gas and petrochemical engineering, construction and services. Headquartered in Paris, the Group is listed in New York (NYSE: TKP) and in Paris (Euronext: 13170). The main engineering and business centers of Technip-Coflexip are located in France, Italy, Germany, the UK, Norway, Finland, the Netherlands, the United States, Brazil, Abu-Dhabi, China, India, Malaysia and Australia. The Group has high-quality industrial and construction facilities in France, Brazil, the UK, the USA, and Finland as well as a world class fleet of offshore construction vessels.
Statements in this news release other than historical financial information are forward-looking statements subject to risks and uncertainties. Actual results could differ materially depending on factors such as capital expenditures in the oil and gas industry, the timing of development of offshore energy resources, materialization of construction risks, the strength of competition, interest rate movements and stability in developing countries.
TECHNIP-COFLEXIP Press Relations
Sylvie Hallemans: Tel. +33 (0) 1 47 78 34 85 Fax: +33 (0) 1 47 78 24 33 firstname.lastname@example.org
TECHNIP-COFLEXIP Investor and Analyst Relations
Christopher Welton: Tel. +33 (0) 1 55 91 88 27 Fax: +33 (0) 1 55 91 87 11 email@example.com
David-Alexandre Guez: Tel. +33 (0) 1 47 78 27 85 Fax: +33 (0) 1 55 91 87 11 firstname.lastname@example.org