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 Convening
of a new extraordinary general meeting of shareholders on November 21st,
2002
Luxembourg - October 30th , 2002 - The Board of Directors of Gemplus
International S.A (Paris Euronext: Euroclear 5768 and Nasdaq: GEMP), which
took place on October 29th in Luxembourg, reviewed the financial results
of the third quarter 2002 ended September 30th 2002.
Furthermore, following the request of one of its main shareholders, the
private equity fund TPG*, the Board decided to convene a new extraordinary
general meeting of shareholders of Gemplus International SA that will
be held on November 21st 2002.
The agenda of this new extraordinary general meeting of shareholders will
include:
- the definitive election as directors of Mr Dominique Vignon and Mr
Alex Mandl, already co-opted by the Board of Directors
- the approval of Mr Alex Mandl's compensation
package as Chief Executive Officer
- the revocation of two directors: Mr Ziad Takieddine and Mr Marc Lassus
- the election of Dr
Johannes Fritz as a director
- the cancellation of the cumulative voting procedure applied for the
election of Director
All these proposals will therefore be submitted to the approval of all
of the shareholders. The first four propositions will require a simple
majority vote, and the fifth proposal will require a qualified majority
vote of two-third of the shareholders.
Mr Dominique Vignon, Chairman of the Board of Directors, highlighted:
"The Board of Directors must rapidly return to a calm climate. In
compliance with the most fundamental rules of corporate governance, it
is now time to let the shareholders decide how to resolve the functional
difficulties faced by the Board of Directors. After two years of uncertainty
and in a very difficult economic environment, the Company's management
should also see its decisions supported by a Board of Directors united
by one common goal: Gemplus' development. Today, challenges, which need
to be addressed, abound. Gemplus and all its employees should benefit
from all the necessary support to successfully pursue, in a calm atmosphere,
its industrial and commercial objectives."
*In accordance with article 70
of the Luxembourg corporate law of August 10, 1915, any shareholder or
shareholder group, holding a minimum of 20% of the share capital of a
company, can request the convening of an extraordinary general meeting
of shareholders to deliberate on the agenda proposed by the requesting
shareholder.
Participation at the meeting and
the right to vote in person or by proxy is subject to certain conditions.
Contacts:
Presse
Gemplus
Martin Crocker
Tel: 33 (0) 4 42 36 30 46
Mob : 33 (0) 6 85 07 66 41
Email : martin.crocker@gemplus.com
Euro RSCG Corporate
Estelle Griffe
Tel: 33 (0) 1 41 34 48 65
Mob : 33 (0) 6 23 75 09 23
Email : estelle.griffe@eurorscg.fr
Carine Senft
Tel: 33 (0) 1 41 34 42 23
Mob : 33 (0) 6 20 98 34 09
Email : carine.senft@eurorscg.fr
©2002 Gemplus All rights reserved. Gemplus
and the Gemplus logo are trademarks and service marks of Gemplus S.A.
and are registered in certain countries. All other trademarks and service
marks, whether registered or not in specific countries, are the property
of their respective owners. Java and Java Card are trademarks or registered
trademarks of Sun Microsystems, Inc. in the United States and other countries.
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