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OTHER INFORMATION
GENERAL INFORMATION
COMPANY NAME AND HEAD OFFICE
Neopost SA
113, rue Jean Marin Naudin, 92220 Bagneux, France
LEGAL FORM AND JURISDICTION
Limited-liability company with a Board of Directors, governed
by French legislation. Neopost SA is covered by the French
Code de Commerce and decree 67-236 of 23 March 1967 on
commercial companies, and by all other applicable French laws
and regulations.
DATE OF INCORPORATION AND TERM
Neopost SA (then known as Afisup) was incorporated
on 21 February 1995 for a period of 99 years, or until
1 September 2094.
CORPORATE PURPOSE (SUMMARY OF ARTICLE 2
OF THE ARTICLES OF ASSOCIATION)
Neopost SA s purpose is, in all countries, to research, design,
manufacture, develop, sell, rent (with or without buy or sell
option), distribute and maintain machines, equipment and
software for the processing and routing of mail and parcels,
along with all other office machines, equipment and software
and all accessories required for the installation and operation
of these machines, equipment and software. Its purpose also
includes carrying out all subcontracting operations,
providing all services and exploiting all patents, brands,
expertise and procedures concerning these machines,
equipment and software.
REGISTRATION
Neopost SA is registered with the Nanterre Commerce and
Company Registry under code B 402 103 907.
CONSULTATION OF LEGAL DOCUMENTS
Documents and information relating to Neopost SA may be
consulted at the Companys head office.
FISCAL YEAR (ARTICLE 6 OF THE ARTICLES
OF ASSOCIATION)
Each Neopost SA fiscal year lasts for twelve months, starting
on 1 February and ending on 31 January of the following
calendar year.
APPROPRIATION OF EARNINGS (ARTICLE 19
OF THE ARTICLES OF ASSOCIATION)
Profits are determined and appropriated in accordance with
the laws and regulations in force.
SHAREHOLDERS MEETINGS (ARTICLE 18 OF THE
ARTICLES OF ASSOCIATION)
Shareholders meetings are convened and deliberate in
accordance with the law. Admission is governed by the
French NRE (new economic regulations) act. Each share in
the Company carries one voting right. There are no double
voting rights. The terms for exercising voting rights comply
with the laws and regulations in force.
OWNERSHIP DISCLOSURE THRESHOLDS
(SUMMARY OF ARTICLE 11 OF THE ARTICLES
OF ASSOCIATION)
In addition to the ownership disclosure requirements stated
under articles L 233-7 to L 233-14 of the French Code de
Commerce, Neopost SA requires all shareholders whose
ownership rises above 3%, and every subsequent 1%, to
disclose their interest. This requirement was introduced by
the shareholders meeting of 5 October 1998. Failure to
comply with ownership disclosure requirements will lead to
the withdrawal of voting rights for a period of 2 years from
the date on which disclosure is finally made.
SHARE CAPITAL AND NUMBER OF SHARES IN ISSUE
At 31 January 2004, Neopost SA s share capital was
€30,329,339, divided into 30,329,339 shares with par value
of €1 each. Each share carries one voting right.
AUTHORISATIONS TO INCREASE THE CAPITAL
Neopost SA s shareholders meeting of 9 July 2003 approved
the resolutions set out below, renewing the general
authorisation given by the shareholders meeting of 10 July
2002, and thereby giving the Board of Directors powers to:
issue securities giving access to the capital, on one or more
occasions, for a period of 26 months, with preferential
subscription rights maintained, up to a maximum par value
(excluding paid-in capital) of €7,500,000,