The Combined Annual General Meeting will be held on Wednesday, 25 April 2001 at 3 PM
at the Pavillon Gabriel
5, avenue Gabriel, Paris 8ème

Meeting attendance

 If you hold registered shares, you must be shareholder of record at least five days before the Meeting.

 If you hold bearer shares, you must address a notice issued by the custodian of your shares to the effect that said shares are placed in a blocked account until the date of the Meeting. This notice must be received, at least five days before the General Meeting, at either Lazard Frères Banque, at 121, boulevard Hausmann 75008 Paris, or the Company's registered office at 12, avenue Percier, 75008 Paris.

Shareholders who wish to attend the Meeting personally should request an entry card from their financial representative.

Proxy or Postal Voting Procedure

 All holders of registered shares will be sent a proxy and a postal voting form

 Holders of bearer shares wishing to vote by mail may obtain the voting form by submitting by registered mail with return receipt requested a written request, together with a certificate issued by the custodian of their shares to the effect that said shares are placed in a blocked account until the date of the General Meeting. This written request must be received at least five days before the Meeting, at either Lazard Frères Banque, 121, boulevard Haussmann 75008 Paris, or the registered office of the Company at 12 avenue Percier, 75008 Paris.

 Proxy forms drawn in accordance with legal provisions currently in force, must be duly completed and returned at least five days before the Meeting.

Notice of Combined Annual General Meeting (ordinary & extraordinary)The Combined Annual General Meeting will be held on
Wednesday, 25 April 2001 at 10 AM
at the Pavillon Gabriel,
5, avenue Gabriel, 75008 Paris, France

Meeting attendance

• If you hold registered shares, you must be shareholder of record at least five days before the Meeting.
• If you hold bearer shares, you must address a notice issued by the custodian of your shares to the effect that said shares are placed in a blocked account until the date of the Meeting. This notice must be received, at least five days before the General Meeting, at either Lazard Frères Banque, at 121, boulevard Hausmann 75008 Paris, or the Company's registered office at 3 rue Jacques Bingen, 75017 Paris.

Shareholders who wish to attend the Meeting personally should request an entry card from their financial representative.

Proxy or Postal Voting Procedure

• All holders of registered shares will be sent a proxy and a postal voting form.
• Holders of bearer shares wishing to vote by mail may obtain the voting form by submitting by registered mail with return receipt requested a written request, together with a certificate issued by the custodian of their shares to the effect that said shares are placed in a blocked account until the date of the General Meeting. This written request must be received at least five days before the Meeting, at either Lazard Frères Banque, 121, boulevard Haussmann 75008 Paris, or the registered office of the Company at 3 rue Jacques Bingen, 75017 Paris.
• Proxy forms drawn in accordance with legal provisions currently in force, must be duly completed and returned at least five days before the Meeting.

Board of Directors of Tuesday 30th January 2001

The Board of Directors of Eurafrance, chaired by Michel David-Weill, met on Tuesday 30th January 2001.

In accordance with the resolutions announced at the time of the Annual General Meeting of Eurafrance on 18th December 2000, the Board has:

 Approved the various initiatives put in place to complete the merger between Eurafrance and its 92% owned subsidiary, Azeo as soon as possible. This merger could be completed by end April 2001.

 Decided to split the Eurafrance share by 10. This share split will become effective on 8th February 2001.

 Agreed to cancel the shares that were repurchased on the open market, representing 4.5% of the share capital of Eurafrance.

 Authorised a new tranche of the share buyback programme up to the maximum allowed of 10% of the company’s share capital.

During the meeting of the Board of Directors, it was indicated that the Net Asset Value (NAV) will be:

 1176 Euros per share, before capital gains tax (or 117.6 Euros per share after the share split);

 1028 Euros per share after capital gains tax (or 102.8 Euros per share after the share split .

Listing of Oberthur Card Systems The success of the listing of Oberthur Card Systems illustrates AZEO’s ability to find investments, in particular technological ones, likely to create strong shareholder value. Figures as of 13 July 2000 Stake in Oberthur Card Systems : 8,71 % Book Value : FF 174 million Market Value : FF 954 million Potential Capital Gain : FF 780 million These figures do not take into account the additional capital gain held through the investment realized by AZEO in François-Charles Oberthur Fiduciaire which holds 60,2 % in Oberthur Card Systems.

Annual Consolidated Accounts

The Board of Directors of Eurafrance, which convened on March 27th, 2000 under the chairmanship of Mr. Michel David-Weill, examined the annual consolidated accounts of the company as at December 31st, 1999. The said consolidated accounts were drawn up on the basis of the accounting situation of Eurafrance as at December 31st, 1999, the accounting period of which ended on June 30th.

After the deduction of minority interests the consolidated net accounting income for 1999 amounted to FRF 4 371 million as compared with FRF 1 070 million for the previous year. This income breaks down as follows: FRF 314 million of management income as compared with FRF 511 million in 1998, and FRF 4 057 million of extraordinary income due mainly to the sale of securities and particulary by Gaz et Eaux, compared with FRF 559 million for the previous year. Group share in the consolidated net profit amounts to FRF 2 258 million.

It was furthermore disclosed during the board meeting that the reevaluated net assets of Eurafrance as at March 23th, 2000 amounted to FRF 23,383 million, i.e. FRF 5,628 (858 euros) per share. This estimation is made before taxation on latent capital gains; it takes into account the stock-market value of the listed securities held by Eurafrance.

Implementation of one-for-twenty bonus share allocation

The Board of Directors decided at its meeting on December 21, 1999 to increase the share capital by incorporation of share premiums and by creating 197,860 new shares of FRF 200 par value to be allocated as a bonus to shareholders on the basis of one new share for twenty existing shares.

The allocation operations will begin on January 7, 2000

- All shares acquired before January 7, 2000 will qualify for this allocation; - The new shares will carry rights as of July 1st, 1999;

- The new shares can be registered or bearer, at the shareholder's choice.

Allocation rights are non-negotiable

- Each shareholder will receive without charge a whole number of shares on the basis of one new share for every twenty held before January, 6, 2000;

- Shares corresponding to the bonus allocation rights of fractional shares will be put on the market and Eurafrance will pay negotiation expenses;

- Settlement of fractional shares will be made in cash in the 30 days following inscription on the shareholder's account of the whole number of new shares allocated.

Examples

A shareholder who has 43 shares will automatically receive 2 new shares (1 new share for 20 existing shares) and will be compensated on the basis of the fraction of the new share that corresponds to the 3 remaining shares that constitute fractional shares.

A shareholder possessing 4 shares will be compensated on the basis of the fraction of the new share that corresponds to the 4 shares constituting fractional shares.

This operation will be directed through the offices of the following institutions:

 MM. Lazard Frères et Cie, établissement centralisateur

 Banque Nationale de Paris

 Banque Worms

 Caisse des Dépôts et Consignations

 Caisse Nationale de Crédit Agricole

 Crédit Lyonnais

 Société Générale

 Crédit Agricole Indosuez

 Crédit Industriel et Commercial de Paris

 Crédit du Nord

 Banque Paribas

 Caisse Centrale des Banques Populaires

 Crédit Commercial de France

One-for-twenty bonus share issue

The Eurafrance Shareholders' Meeting, held on 21 December 1999 chaired by Mr Michel David-Weill, approved the various resolutions proposed to it.

The net book result for financial year 1998-1999 comes to 413.3 million francs compared with 308.2 million francs for the 1997-1998 financial year.

The management result is 411.7 million francs compared with 472.1 million in 1997-1998. Excluding the exceptionals included in that figure, the current result comes to 306.4 million francs compared with 282.3 million francs for the 8.5% increase.

The Shareholders' Meeting approved payment of a dividend of 56 francs per share, plus 28 francs in tax credit, making a total of 84 francs per share. The total payout will come to 221.6 million francs compared with 211.1 million francs for the previous financial year, a 5% increase in view of the allocation of one bonus share for every twenty already held carried out on 28 December 1998. The dividend will be paid on Monday, 27 December 1999.

The Shareholders' Meeting approved the renewal of Mr Giovanni Agnelli's term as a Director and reelected Mr Dominique de La Martinière as "Censeur" auditor. On the basis of a decision made by the Board of Directors, the Chairman confirmed for the Meeting that 1 free share will be allocated for each 20 old shares, with dividend rights as of 1 July 1999. The said distribution will occur starting on 7 January 2000.

It was indicated during the Shareholders' Meeting that the Restated Net Asset Value on 16 December 1999 can be estimated at 3,347 million euros (21.9 billion francs), or 846 euros (5,548 francs) per share (before taxes). This calculation takes only the unrealised capital gains on listed and similar securities (before taxes) into account, the unlisted securities being taken on the basis of their net book cost price.

The Combined Annual General Meeting will be held on Tuesday 21 december 1999 at 10 AM at the Pavillon Gabriel,5, avenue Gabriel, 75008 Paris, France

Meeting attendance

 Holders of registered shares must be shareholders of record at least five days before the Meeting.

 Holders of bearer shares must address a notice issued by the custodian of their shares to the effect that said shares are placed in a blocked account until the date of the Meeting. This notice must be received, at least five days before the General Meeting, at either Lazard Frères & Cie, at 121, boulevard Haussman 75008 Paris, or the Company's registered office at 12 avenue Percier, 75008 Paris.

Shareholders who wish to attend the Meeting personnally should request an entry card from their financial representative.

Proxy or Postal Voting Procedure

 All holders of registered shares will be sent a proxy and a postal voting form.

 Holders of bearer shares wishing to vote by mail may obtain the voting form by submitting by registered mail with return receipt requested a written request, together with a certificate issued by the custodian of their shares to the effect that said shares are placed in a blocked account until the date of the General Meeting. This written request must be received at least five days before the Meeting, at either Lazard Frères & Cie, 121, boulevard Haussman 75008 Paris, or the registered office of the Company at 12 avenue Percier, 75008 Paris.

 Proxy forms drawn in accordance with legal provisions currently in force, must be duly completed and returned at least five days before the Meeting.

One-for-twenty bonus share issue

At its meeting on 7 October 1999, chaired by Mr Michel David-Weill, the Board of Directors closed the accounts for the fiscal year ended 30 June 1999, prior to their presentation to the General Meeting of Shareholders to be held on 21 December 1999.

Net operating profit amounted to FRF 411.7 million, compared with FRF 472,1 million for the 1997/98 fiscal year. Excluding exceptional items, net operating profit rises to 306,4 million francs against 282,3 million francs for the preceding exercise, that is to say a progression of 8,5 %.

Net profit for fiscal year 1998/99 was of FRF 413.3 million compared with FRF 308.2 million for fiscal year 1997/98.

The Board of Directors will propose to the Annual General Meeting a dividend payment of FRF 56 per share which, when added to a FRF 28 tax credit, makes for a total dividend of FRF 84 per share. The year's total dividend payment will amount to FRF 221.6 million against 211,1 million francs in the accordance with the preceding exercise, in progression of 5 % taking into account the attribution of a bonus share for twenty carried out December 28, 1998.

The Board of Directors decided to make a one-for-twenty bonus share issue, carrying dividend rights as of 1 July 1999.

The Chairman indicated at the Board Meeting that the restated net asset value of Eurafrance as of september 30, 1999 was estimated at FRF 21,494 million (EUR 3 277) amounting to FRF 5,432 per share (EUR 828) . This estimate takes into account unrealised capital gains (before tax) on listed shares.

Annual consolidated accounts

The Board of Directors of Eurafrance, which convened on April 19^th, 1999 under the chairmanship of Mr. Michel David-Weill, examined the annual consolidated accounts of the company as at December 31^st, 1998. The said consolidated accounts were drawn up on the basis of the accounting situation of Eurafrance as at December 31^st, 1998, the accounting period of which ended on June 30^th.

After the deduction of minority interests the consolidated net accounting income for 1998 amounted to FRF 835 million as compared with FRF 682 million for the previous year. This income breaks down as follows: FRF 430 million of management income as compared with FRF 324 million in 1997, and FRF 405 million of extraordinary income due mainly to the sale of securities, compared with FRF 358 million for the previous year.

It was furthermore disclosed during the board meeting that the reevaluated net assets of Eurafrance as at April 8^th, 1999 amounted to FRF 21,418 million, i.e. FRF 5,412 (825 euros) per share. This estimation is made before taxation on latent capital gains; it takes into account the stock-market value of the listed securities held by Eurafrance.

EURAFRANCE

Implementation of one-for-twenty bonus share allocation

The Board of Directors decided at its meeting on October 6, 1998 to increase the share capital by incorporation of share premiums and by creating 188,438 new shares of FRF 200 par value to be allocated as a bonus to shareholders on the basis of one new share for twenty existing shares.

The allocation operations will begin on December 28, 1998

- All shares acquired before December 28, 1998 will qualify for this allocation;
- The new shares will carry rights as of July 1st, 1998;
- The new shares can be registered or bearer, at the shareholder's choice.

Allocation rights are non-negotiable

- Each shareholder will receive without charge a whole number of shares on the basis of one new share for every twenty held on December 23, 1998;
- Shares corresponding to the bonus allocation rights of fractional shares will be put on the market and Eurafrance will pay negotiation expenses;
- Settlement of fractional shares will be made in cash in the 30 days following inscription on the shareholder's account of the whole number of new shares allocated.

Examples

A shareholder who has 43 shares will automatically receive 2 new shares (1 new share for 20 existing shares) and will be compensated on the basis of the fraction of the new share that corresponds to the 3 remaining shares that constitute fractional shares.
A shareholder possessing 4 shares will be compensated on the basis of the fraction of the new share that corresponds to the 4 shares constituting fractional shares.

This operation will be directed through the offices of the following institutions:

· MM. Lazard Frères et Cie, établissement centralisateur
· Banque Nationale de Paris
· Banque Worms
· Caisse des Dépôts et Consignations
· Caisse Nationale de Crédit Agricole
· Crédit Lyonnais
· Société Générale
· Banque du Phénix
· Crédit Agricole Indosuez
· Crédit Industriel et Commercial de Paris

NOTICE OF COMBINED ANNUAL GENERAL MEETING

(ORDINARY & EXTRAORDINARY)

The Combined Annual General Meeting will be held on

Thursday 17 december 1998 at 3 PM
at the Pavillon Gabriel,
5, avenue Gabriel,
75008 Paris, France

Meeting attendance

• Holders of registered shares must be shareholders of record at least five days before the Meeting.
• Lazard Frères & Cie, at 121, boulevard Haussman 75008 Paris, or the Company's registered office at 12 avenue Percier, 75008 Paris.
• Shareholders who wish to attend the Meeting personnally should request an entry card from their financial representative.

Proxy or Postal Voting Procedure

• All holders of registered shares will be sent a proxy and a postal voting form
• Holders of bearer shares wishing to vote by mail may obtain the voting form by submitting by registered mail with return receipt requested a written request, together with a certificate issued by the custodian of their shares to the effect that said shares are placed in a blocked account until the date of the General Meeting. This written request must be received at least five days before the Meeting, at either Lazard Frères & Cie, 121, boulevard Haussman 75008 Paris, or the registered office of the Company at 12 avenue Percier, 75008 Paris.
• Proxy forms drawn in accordance with legal provisions currently in force, must be duly completed and returned at least five days before the Meeting.

Dividend : +5.7% - One-for-twenty bonus share issue

At its meeting on 6 October 1998, chaired by Mr Michel David-Weill, the Board of Directors closed the accounts for the fiscal year ended 30 June 1998, prior to their presentation to the General Meeting of Shareholders to be held on 17 December 1998.

Net operating profit amounted to FRF 472.1 million, compared with FRF 276 million for the 1996/97 fiscal year. This strong upswing in net operating profit is due to an exceptional dividend of FRF 189.8 million from CFPA, an Eurafrance subsidiary, as a result of capital gains realised by CFPA. Excluding this exceptional item, net operating profit rose by 2.3%.

Net profit for fiscal year 1997/98 was of FRF 308.2 million compared with FRF 535.3 million for fiscal year 1996/97. This includes provisions of FRF 110 million for France Asie Participations and of FRF 150 million for IRR. These two provisions are linked to the situation in Asia and investments made by IRR, particularly in Russia. These provisions have been calculated taking into account the market evolution in the third quarter of 1998. After these provisions, Eurafrance's investment in France Asie Participations and in IRR represents less than 6% of restated net assets.

The Board of Directors will propose to the Annual General Meeting a dividend payment of FRF 56 per share which, when added to a FRF 28 tax credit, makes for a total dividend of FRF 84 per share, a 5.7% rise over last year. The year's total dividend payment will amount to FRF 211.1 million.

The Board of Directors decided to make a one-for-twenty bonus share issue, carrying dividend rights as of 1 July 1998.

The Chairman indicated at the Board Meeting that the restated net asset value of Eurafrance as of 5 October 1998 was estimated at FRF 17,395 million amounting to FRF 4,615 per share. This estimate takes into account unrealised capital gains (before tax) on listed shares, but does not include unrealised capital gains on unlisted shares, which are valued on the basis of their net book value. As of 5 October 1998, restated net assets rose by 7.9% since January 1998.

Consolidated accounts - 12 months. to 31 December 1997

At its meeting on 22 April 1998, chaired by Mr. Michel David-Weill, the Board of Directors of Eurafrance examined the Company's consolidated accounts for the 12 months ended 31 December 1997. These accounts are established on the basis of the financial situation for the 12 month period to 31 December 1997, the Company's fiscal year ending on 30 June.

Net profit after minority interests for 1997 amounted to FRF 682 million, compared with FRF 930 million for 1996. This breaks down as FRF 324 million in operating income after interest, as opposed to FRF 290 million in 1996 along with FRF 358 million in non-recurring income linked mainly to the sales of shares, against last year's FRF 640 million.

At the Meeting, the Board was informed that the restated net asset value was estimated at FRF 19,658 million on 17 April 1998, that is FRF 5,216 per share. This estimate takes account of unrealised capital gains (before tax); it is based on the market value of listed shares held by Eurafrance and its 99% owned subsidiary, La France Participations et Gestion.

Dividend FRF 53 - Merger with La France SA

Eurafrance Annual General Meeting held on 15 December 1997, chaired by Mr. Michel David-Weill approved the various resolutions proposed.

The net profit for 1996-1997 amounted to FRF 535 million compared with FRF 3,141 million for 1995-1996, an exceptional year due to a pre-tax capital gain of FRF 3,566 million arising on the sale of Sovac. The net profit from revenue transactions raised to FRF 276 million compared with FRF 217 million for 1995-1996. The new fiscal measures led to an additional tax charge of FRF 21.8 million already included in the accounts.

The Annual General Meeting approved the payment of a dividend of FRF 53 per share added to a FRF 26.50 tax credit, giving a total dividend of FRF 79.50. The total dividend pay-out will amount to FRF 193.5 million. For the 1995-1996 financial year, the Company paid an ordinary dividend of FRF 48 per share as well as an exceptional dividend of FRF 24 in respect of the sale of Sovac.

On the basis of the Board of Directors and Merger Auditors reports, Eurafrance Annual General Meeting approved the merger of Eurafrance with its 95.5% held subsidiary, La France S.A., at an exchange parity of one Eurafrance share for two La France S.A. shares. 61,620 Eurafrance shares were issued bearing dividend rights at 1 July 1997.

During the Annual General Meeting, members were informed that, following the merger, the Company's restated net assets were estimated at FRF 16 billion or FRF 4,276 per share before tax, including unrealised capital gains on quoted or similar securities and on unquoted securities. This represents a 44% discount compared with the current market capitalisation.
If the unrealised capital gains on quoted securities and equivalents were taken into account, the Eurafrance share would be estimated at FRF 3,580 before tax, generating a total value of FRF 13.5 billion.

Annual Results>

The net profit for 1996-1997 amounted to FRF 535.3 million compared with FRF 3,141.9 million for 1995-1996, an exceptional year due to a pre-tax capital gain of FRF 3,566.6 million arising on the sale of Sovac. The net profit from revenue transactions raised to FRF 276 million compared with FRF 217 million for 1995-1996. New fiscal measures led to an additional tax charge of FRF 21.8 million already included in the accounts.

The board will propose to the Annual General Meeting to pay a dividend of FRF 53 per share added to a FRF 26.50 tax credit, giving a total dividend of FRF 79.50 per share. The total dividend pay-out will amount to FRF 193.5 million. For 1995-1996, the Company paid an ordinary dividend of FRF 48 per share as well as an exceptional dividend of FRF 24 in respect of the sale of Sovac.

During the Annual General Meeting, the Chairman indicated that the Company's restated net assets were estimated at FRF 13,190 million or FRF 3,613 per share, including unrealised capital gains on pre-tax quoted or similar securities with unquoted securities simply valued on the basis of their net book value.

Eurafrance Board approved the draft merger agreement between Eurafrance and its 95.5% held subsidiary, La France S.A.. It will be submitted to the Extraordinary General Meeting on 15 December 1997.

Subject to Merger Auditors' approval, the proposed exchange parity is 1 Eurafrance share for 2 La France S.A. shares. In total, 61,620 Eurafrance shares will be issued bearing dividend rights from 1 July 1997.

Listing of Oberthur Card Systems The success of the listing of Oberthur Card Systems illustrates AZEO’s ability to find investments, in particular technological ones, likely to create strong shareholder value. Figures as of 13 July 2000 Stake in Oberthur Card Systems : 8,71 % Book Value : FF 174 million Market Value : FF 954 million Potential Capital Gain : FF 780 million These figures do not take into account the additional capital gain held through the investment realized by AZEO in François-Charles Oberthur Fiduciaire which holds 60,2 % in Oberthur Card Systems.

Implementation of one-for-twenty bonus share allocation The Board of Directors decided at its meeting on June 16, 2000 to increase the share capital by incorporation of share premiums and by creating 1,710,272 new shares of FRF 5 par value to be allocated as a bonus to shareholders on the basis of one new share for twenty existing shares. The allocation operations will begin on June 28, 2000 - All shares acquired before July 28, 2000 will qualify for this allocation; - The new shares will carry rights as of January 1st, 2000; - The new shares can be registered or bearer, at the shareholder's choice. Allocation rights are non-negotiable - Each shareholder will receive without charge a whole number of shares on the basis of one new share for every twenty held on June 28, 2000; - Shares corresponding to the bonus allocation rights of fractional shares will be put on the market and Azeo will pay negotiation expenses; - Settlement of fractional shares will be made in cash in the 30 days following inscription on the shareholder's account of the whole number of new shares allocated. Examples - A shareholder who has 43 shares will automatically receive 2 new shares (1 new share for 20 existing shares) and will be compensated on the basis of the fraction of the new share that corresponds to the 3 remaining shares that constitute fractional shares. - A shareholder possessing 4 shares will be compensated on the basis of the fraction of the new share that corresponds to the 4 shares constituting fractional shares. This operation will be directed through the offices of the following institutions: - Lazard Frères Banque, établissement centralisateur - BNP - Paribas - Banque Worms - Caisse des Dépôts et Consignations - Caisse Nationale de Crédit Agricole - Crédit Lyonnais - Société Générale - Crédit Agricole Indosuez - Crédit Industriel et Commercial de Paris - Banque Fédérative du Crédit Mutuel - Crédit du Nord - Natexis Banques Populaires - Crédit Commercial de France

Notice of Combined Annual General Meeting (ordinary & extraordinary) The Combined Annual General Meeting will be held on Friday 16 June 2000 at 10 AM at the Pavillon Gabriel, 5, avenue Gabriel, 75008 Paris, France Meeting attendance If you hold registered shares, you must be shareholder of record at least five days before the Meeting. If you hold bearer shares, you must address a notice issued by the custodian of your shares to the effect that said shares are placed in a blocked account until the date of the Meeting. This notice must be received, at least five days before the General Meeting, at either Lazard Frères Banque, at 121, boulevard Hausmann 75008 Paris, or the Company's registered office at 3 rue Jacques Bingen, 75017 Paris. Shareholders who wish to attend the Meeting personally should request an entry card from their financial representative. Proxy or Postal Voting Procedure All holders of registered shares will be sent a proxy and a postal voting form. Holders of bearer shares wishing to vote by mail may obtain the voting form by submitting by registered mail with return receipt requested a written request, together with a certificate issued by the custodian of their shares to the effect that said shares are placed in a blocked account until the date of the General Meeting. This written request must be received at least five days before the Meeting, at either Lazard Frères Banque, 121, boulevard Haussmann 75008 Paris, or the registered office of the Company at 3 rue Jacques Bingen, 75017 Paris. Proxy forms drawn in accordance with legal provisions currently in force, must be duly completed and returned at least five days before the Meeting.

1999 Financial Results Dividend distribution up 16 percent (10 percent on per share basis) New one-for-twenty bonus share allocation The Board of Directors of Gaz & Eaux met on March 9, 2000, under the presidency of Chairman Bruno Roger, and approved the financial statements for the year ending December 31, 1999. Current income for the year was FRF 228.7 million, up from FRF 208.7 million, an increase of 10 percent. After including capital gains on the partial disposal of interests in Pearson and Sidel and investment fund holdings, net income for fiscal 1999 amounted to FRF 5,583.8 million as compared with FRF 403.5 million in 1998. The Board of Directors will propose to the Shareholders’ Meeting, which is scheduled to convene at 10 a.m. on Friday, June 16, at Pavillon Gabriel, that they approve a distribution of earnings in the amount of FRF 206.9 million, up from FRF 178.2 million the previous year. The 16.1-percent dividend increase reflects the distribution in June 1999 of one free share for each 20 held. On a per-share basis, inclusive of the attached tax credit, the dividend will be raised by 10 percent, to EUR 1.38 from EUR 1.26. The Board of Directors has also decided to distribute a new one-for-twenty bonus share for the ninth consecutive year. New shares will earn dividends from January 1, 2000. The Board of Directors examined the consolidated financial statements for fiscal 1999. Net consolidated income amounted to FRF 4,102.4 million, as compared with FRF 499.2 million in 1998. The Chairman stated that the Restated Net Asset Value of Gaz et Eaux could be estimated at EUR 101 per share, taking into account unrealized capital gains on listed securities, and to EUR 114 per share if the increased value of unlisted shares were included. Neither figure takes taxes on capital gains into consideration. The corresponding rise in the Restated Net Asset Value of Gaz et Eaux since the end of 1999 (to EUR 114 per share from EUR 90, a 26-percent increase) has been made possible by the asset allocation strategy adopted in 1996, aimed at dividing Gaz et Eaux holdings between technology or media investments and holdings in leading international corporations providing stability and income for shareholders.

Gaz & Eaux holds 13 % of Lazard Gaz & Eaux has just finalised the agreement announced on June 24th, 1999, with Pearson PLC, under which Gaz & Eaux buys back the shareholdings of Pearson PLC in Lazard Partners and in the Lazard Houses. This acquisition comes after the effective restructuring of the Lazard group which consists in the combination in a common partnership of the totality of the rights in the capital and in the profits in the different Lazard Houses in the world, in particular those in New York, London and Paris. After this transaction, Gaz & Eaux holds 12,9 % of the rights in the profits of the world-wide Lazard Group. Based on an initial price of £ 410 millions and after various ajustments,the paid price is £ 395 millions. This operation is in line with the asset allocation strategy followed by Gaz & Eaux which consists in particular in holding at the same time investments with a high return and investments in technological values.

Wireless local loops: Winstar bids in partnership with Gaz & Eaux ART today made public the list of contenders for a wireless local loop license. Winstar is among those bidding for a national license for the 26 and 3.5 GHz bands, and has also applied for the right to roll out a 26 GHz network covering the following 12 French regions: Alsace, Aquitaine, Bretagne, Centre, Haute-Normandie, Ile de France, Lorraine, Midi Pyrénées, Nord Pas de Calais, Pays de Loire, Provence Alpes Côte d’Azur and Rhône Alpes. The world’s number one operator of wireless local loops, with 1999 revenues totaling FF 2.5 billion, Winstar has extensive experience in broadband services. It has built and currently operates its own wireless local loops in more than 70 cities around the world. The latest bid is part of its international development strategy, which began in the United States in 1993, where Winstar currently leads its market, followed by expansion into Europe, where Winstar operates wireless local loops in the Netherlands, Belgium, Germany and the United Kingdom. France plays a pivotal role in the company’s European development strategy. Winstar has committed to capital outlays of up to FF 2.5 billion, depending on the number of licenses it is ultimately granted. Given the importance of the French market, Winstar has decided to file its bid in partnership with the investment firm Gaz et Eaux, one of France’s premier financial groups, listed on the monthly settlement market of the Paris Bourse. Gaz et Eaux currently manages assets valued at nearly FF 20 billion, with investment increasingly focused on new technologies. The French investment firm chose Winstar on the basis of the quality of the latter’s project, and the partnership will entail an equity investment in Winstar France and a joint effort to develop the operator’s technical and sales network. In addition, Winstar will extend its existing partnership with Lucent Technologies to France. Lucent Technologies, which has been operating in France for some time now, is the world’s leading manufacturer of telecommunications equipment. The partnership with Winstar, which involves the provision and use of 26 GHz equipment, will give Winstar the full range of technological know-how needed to handle network design, rollout and operation. For its GHz equipment needs, Winstar will use technology developed by French manufacturer Sagem. Winstar plans a rapid and broad rollout of its network. It has been selling high-speed connections in France for two years now, and has a team of professionals based in Paris and supported by its European headquarters in Brussels. Winstar plans to reinforce the Paris team prior to the attribution of any additional operating licenses, and has already identified, reserved or pre-installed strategic elevated points where its equipment could be installed. Moreover, it is in the process of negotiating alliances with distributors, content vendors and local government authorities. Winstar plans to open its wireless local loop to other Internet operators and access providers in a transparent and non-discriminatory manner. Winstar’s goal is to actively participate in the development of the “new economy” in France by introducing the software integration and content services it already sells in other parts of the world. These services include tools that seamlessly integrate Internet technologies into educational programs (“Winstar for Learning), multimedia information and entertainment services (“Winstar New Media”) and its “office.com” portal, its online business center for small- and medium-sized businesses.

Sale of Frans Bonhomme Fonds Partenaires and Gaz & Eaux announce that they have sold the Frans Bonhomme Company that they bought five years ago throught an LBO operation directed by Fonds Partenaires. The Frans Bonhomme Company is the French and European leader for the distribution of plastic tubes ans connectors. Its turnover for 1999 was FRF 2.3 billion. This sale enables investors to value more than six times the amount originally invested and to realise an IRR superior to 45%. This operation strenghens the partnership strategy led over the past few years by Fonds Partenaires and Gaz & Eaux, who have carried out a number of investments together. Frans Bonhomme is one of the last equity holdings of Partenaires investment fund I, which still holds the specialised distribution company, GIFI, and the group SMAT, specialised in transport and logistics. Active for more than ten years on the capital investment market,the Partenaires investment fund I was very successfull. The 2/3 of Partenaires II, an investment fund launched at the beginning of 1997 with a capital of FRF 1 billion, are already invested. Partenaires II has engaged a number of realisations includind that of its equity holding in Amora Maille. Partenaires MidCap, the third investment fund of the Partenaires family, more particularly devoted to small and medium-size businesses, was recently launched with a capital of Euros 100 million and is likely to be increased significantly. Gaz & Eaux is a listed company whose assets raise to FRF 19.5 billion. Gaz & Eaux has set up a strategy for the allocation of assets that consists in distributing its equity holdinds among investments in a number of large companies and investments particularly specialised in technologies, either directly or throught investment funds. Gaz & Eaux has a policy of assets turnover which results in 1998 and 1999 in acquisitions and transfers which respectively amounted to FRF 2.2 billion and FRF 6.1 billion. Gaz & Eaux has recently invested in : CCMX, French leader in the publishing of financial software programs; IPSOS,a group in the sector of market studies; Oberthur Smart Cards, second worldwide in the manufacturing of smart cards; Virata, a company specialised in designing chips and software for high-speed networks, acquired in June 1998 for FRF 46 million and whose market value, following its recent listing on Nasdaq, comes to FRF 600 million.