EXHIBIT 99.2
[Universal Capital Partners Letterhead]
PART'COM SA
Tour Maine Montparnasse
00 xxxxxx xx Xxxxx
00000 Xxxxx xxxxx 00
IN-COM SA
Tour Maine Montparnasse
00 xxxxxx xx Xxxxx
00000 Xxxxx xxxxx 00
Brussels, 24 March 2003
RE : SHAREHOLDER AGREEMENT
Gentlemen,
As agreed, we have decided to co-ordinate with you the acquisitions or transfers
of shares or any other security (hereafter referred to as "Securities") issued
by the company Genesys, SA with a Board of Directors and a capital of 77,049,665
EURO, having its registered company office situated at 000 xxxxxx Xxxx Xxxxxx xx
Xxxxxxxxxxx (00000), registered on the Montpellier Corporate Register under the
number 339 697 021 (hereafter referred to as the "Company") of which the shares
are listed on the Paris New Euronext Market (Euroclear Code 3955) and
represented by "American Depository Receipts" registered on Nasdaq.
As from today, each party reciprocally undertakes to mutually inform the other
party of any plan of acquisition, subscription or transfer of Securities prior
to the execution of any such transaction on or off the market (hereafter
referred to as the "Group").
We have agreed that the Group can not in any case hold more than 30% of the
capital and/or the voting rights of the Company.
If, following the acquisition by whatever manner of Securities by one of the
parties, the accumulated amount of the respective holdings of the groups
comprising the Group becomes greater than 30% of the capital and/or the voting
rights of the Company, the Group will cease as a matter of law without the need
for any formality.
In accordance with the conditions of article L.233-7 of the French Commercial
Code, the companies Universal Capital Partners, Part'Com and In-Com hereby
declare their planned objectives concerning the Company for the following twelve
months which are the following :
- that they are acting as a group;
- that they are not excluded from increasing or decreasing their
positions, as a result of market opportunities and of changes in market
values, excluding however any intention of exceeding the agreed-upon
upper limit of 30% of the capital or of the voting rights of Genesys in
the present circumstances;
- that relative to the current shareholdings in Genesys, they do not plan
to actively seek to take control;
- that so far as concerns Universal Capital Partners, the latter reserves
the possibility to request the appointment of directors to the Board of
Directors of Genesys;
- that so far as concerns Part'Com and In-Com, they do not intend to
request the appointment of Directors representing them on the Board of
Directors of Genesys; and
- if, following the acquisition by whatever manner of shares by one or
other of the parties, the accumulated amount of the respective group
holdings to which they belong becomes greater than 30% of the capital
and/or the voting rights of Genesys, the Group will cease as a matter
of law without the need for any formality.
The Group [agreement] will continue to bind the parties so long as one of them
holds at least 3.5% of the capital and/or voting rights in the Company, subject
to a maximum limit of twelve months duration, and subject to there not having
occurred a termination provided for in the preceding paragraph.
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We ask that you return a counter-signed copy of this letter so as to confirm
your agreement.
Yours faithfully,
/s/ Xxxxxx Xxxxxxxxx /s/ Xxxxx xx Xxxxxxxxx /s/ Xxxx xx xx Xxxxxxx
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UNIVERSAL CAPITAL PARTNERS SA PART'COM SA IN-COM SA
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