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3.2..21 The allegation that some of the shareholders of Technip, viz., ISIS, Gaz de France, Total Fina Elf, who in the aggregate held 29.1% of the shares of Technip at the relevant time, exercised control over the decisions of Technip. Therefore, alleged joint acts of some of the shareholders of Technip, cannot result in one of such shareholders (ISIS) acting concert with Technip. There are no allegations and or facts to the effect that Technip acted in concert with its other shareholders or any of them. Therefore, the aforesaid contention that merely because certain shareholders of Technip, who in the aggregate held 29.1% of the shares at the relevant time, controlled the decisions of Technip, that would result in Technip acting in concert with one of such shareholders, is completely without basis and is not sustainable.

3.3.3 IFP did not act in concert with Technip or Coflexip, either directly or indirectly through ISIS, during Technip's acquisition of the 29.68% interest in Coflexip. IFP had no involvement in the acquisition by Technip of the 29.68% stake in Coflexip. IFP made no decisions and had no input in such transaction. IFP could not control the management, or the day to day running of either Technip or Coflexip.

3.3.4 The Technip shareholders' agreement made between ISIS, Gaz de France, Total and Sogerap on September 22, 1994, provided ISIS with two directors out of a maximum of 13 on the Board of Directors of Technip, and a pre-emptive right with respect to the sale of Technip shares, but provided no rights or privileges to ISIS with respect to the management or control of Technip, or the acquisition of the shares of another company (i.e., Coflexip) by Technip, and, consequently, no control of any kind was granted or exercised in any way either to ISIS or to IFP under such shareholders agreement. This shareholders agreement has expired.

5.3.5 Technip had 3 directors on the Board of Coflexip on 12.04.2000 and 4 directors on the Board of Coflexip on 30.05.2000. Technip along with representatives of ISIS had majority of directors on the Board of Coflexip i.e. 7 directors out of total number of 12 Directors on 30/5/2000 and jointly Technip and ISIS were holding 47.85% shares/voting rights of Coflexip .

5.3.6 ISIS and Gaz de France had disclosed at the time of the admission of listing of the Technip shares on the Paris Bourse (September 1994) that they were acting in concert with regard to their interest in Technip pursuant to a Shareholder's Agreement between ISIS and Gaz de France which provided that (i) in the event of either ISIS or Gaz de France wanting to sell their shares in Technip the same would have to be offered to the other party (ii) each party were to be represented on Technip board of directors in proportion to their respective voting rights in Technip. Total Fina Elf was also party to the Shareholders Agreement until September 22, 2000 when they decided not to renew their participation thereto. The shareholders agreement terminated upon publications of the final result of the ISIS exchange offer. The shareholders Agreement terminated upon the publication of the final results.

5.3.24 In view of the above factual position, merely because ISIS was a major shareholder of Technip, Technip was having 2 directors on the Board of ISIS and IFP was parent of ISIS and Technip, it is difficult to hold that Technip, ISIS and IFP were acting in concert for the purposes of acquiring control over Coflexip when Technip acquired 29.68% shares of Coflexip from Stena on 12.04.2000.

5.3.25 In view of the fact that Technip was not acting in concert with IFP or ISIS for the purposes of acquiring control over Coflexip when Technip acquired 29.68% shares of Coflexip from Stena on 12.04.2000, for the reasons detailed herein before, Technip did not indirectly acquire the control of SEAMEC in terms of the said Regulations by virtue of such acquisition of 29.68% shares of Coflexip. Hence there was no obligation to make Public Announcement for acquisition of shares of SEAMEC by Technip.