Chapter 2

to one-tenth of the share capital. It is again required if the reserve falls below this amount for any reason whatsoever. The prot available for distribution consists of the prot for the year less the above losses and aforementioned withholding, plus any retained earnings. This prot is available to the General Meeting which may, upon recommendation by the Board of Directors, carry it forward, allocate it to general or special reserve funds or distribute it to the shareholders in the form of dividends, either in whole or in part. Moreover, the General Meeting may decide to distribute any part of the reserves available to it, in which case this decision expressly states the reserves from which the amounts are to be taken. Dividends, however, are, as a rule, distributed out of the net prot for the year.
Bulletin of Mandatory Legal Notices. If a meeting cannot be held as scheduled for lack of the required quorum, the second meeting will be called in the same manner as the rst one, with the notice of meeting specifying the date of the new meeting. This also applies to notices of meetings that are postponed in accordance with the law. The time between the date on which the notice of meeting is either published or mailed and the date of the meeting itself must be at least fteen days for the rst meeting and six days for the following one. The meetings are held on the day and at the time and place stipulated in the notice of meeting. The notice of meeting must, among other things, clearly and accurately indicate the meeting agenda. Any meeting that is called without the proper procedures being followed may be cancelled. However, the action for cancellation is not admissible if all the shareholders are present or represented.

2.1.10

General Meetings [article 32]
General Meetings are called by the Board of Directors.

2.1.11

They may also be called by:
The Statutory Auditors A representative designated by a court at the petition
of any person, in case of emergency, or of one or more of the shareholders who represent at least one-tenth of the share capital.
Attendance at the meetings Powers [article 34]
Any shareholder whose shares are fully paid up may participate or be represented at the meetings on proof of identity and provided that ownership of the shares is evidenced by:
Shareholders meetings are held at the head ofce or at any other place indicated in the notice of meeting. Notices of meeting are published in a newspaper that is authorized to receive legal notices in the department where the head ofce is located, and in the Bulletin of Mandatory Legal Notices (Bulletin des Annonces Lgales Obligatoires) at least fteen days prior to the date of the meeting. However, if all the shares are registered, the notice of meeting may be sent to each shareholder by registered letter or by ordinary mail, at the Companys expense. All persons holding shares for at least one month as of the date of publication of the notice of meeting, if this method is used, are given notice in the form of a letter sent by ordinary mail. They may request to receive such notice by registered mail if they provide to the Company the amount corresponding to the cost of such registration. The same rights pertain to all co-owners of joint shares who are registered in this respect by the time specied in the preceding paragraph. If the ownership of the shares is divided, the rights pertain to the person holding the voting right. At least thirty days prior to the date of any shareholders meeting, the Company must publish the notice referred to in Article 130 of the decree of March 23, 1967 in the

c. Warrants conferring on their holders the right to
subscribe for securities representing a portion of the Companys capital, with the stipulation that these warrants may be issued alone or attached to the shares and securities referred to in subparagraphs a) and b) above, issued simultaneously. AUTHORIZATION

GRANTED TO THE

Other securities giving access to the Companys capital
Employee stock purchase plan
The Extraordinary General Meeting of October 1, 1999 approved, subject to the listing of the Companys shares on the Nouveau March, the creation of an employee stock purchase plan, in accordance with Article 208-1 of the law of July 24, 1996, through the issue of a number of shares not to exceed 10% of the increased capital. The subscription price of said shares is to be determined according to the applicable legal provisions and may not be less than 80% of the average share price for the twenty trading sessions preceding the day on which the options are offered. This authorization is granted to the Board of Directors for a period of ve years following the date on which the Companys securities are listed on the Nouveau March. The options may be exercised for a period of ve years starting on the date on which they are granted. Following its meeting of March 17, 2000, the Board of Directors, at the General Meeting held on June 15, 2000, proposed extending this period by one year. The General Meeting authorized the Board of Directors to grant the options and gave it full powers to establish the other terms and conditions of the allocation of options and their exercise. These stock option plans are explained in detail in the appendices to the consolidated nancial statements.

DIRECTORS

TO ISSUE
SECURITIES GIVING THE RIGHT TO THE COMPANYS CAPITAL, EITHER IMMEDIATELY OR IN THE FUTURE, WITH THE EXCLUSION OF PRE-EMPTIVE RIGHTS.
The Extraordinary General Meeting of June 14, 2001 authorized the Board of Directors to increase the share capital through the simultaneous or consecutive issue of securities, carried out on one or more occasions, granting access to a portion of the Companys capital, either immediately or in the future, with the exclusion of preemptive rights, both in France and abroad. These securities include:
a. New shares to be subscribed for in cash or to offset
claims, with or without issue premium.
directly or indirectly, upon conversion, exchange, redemption, presentation of a warrant or any other means, to the allocation, at any time or on a specied date, of securities which, for these purposes, will be issued as representing a portion of the Companys capital. These securities may be issued in the form of convertible bonds, bonds with equity warrants, equity notes or in any other form which is consistent with the laws in effect.

Strengthen their distribution networks by providing Develop ecommerce by using methods of selling and
conguring products and services that are different from those of traditional commerce.
distributors with tools to enable them to sell standard and customizable products.
Build on the complementarity of sales channels (with
or without agents, ofce-based and eld-based sales representatives, traditional sales and electronic sales).

Price wars

Competitors wage price wars, which erodes profit margins. Enhancing product lines is one way in which businesses increase prots from sales. Offering custommade products enables the company to implement new, more favorable pricing policies.

3.2.4.5

Lower costs and improve prot margins
The top priority of all businesses is to increase their operating margin and remain competitive. As a result, they are constantly striving to reduce their committed costs and improve productivity. Each project is subjected to a protability study and a return-on-investment analysis. It is therefore important to emphasize the role played by Cameleon in achieving the companys profitability objectives.
Increase sales of customizable and custom-made Increase the average sale price by offering a solution

rather than a product.

products and services while improving prot margins.
Reduce operational costs: costs related to intermediate
processing between the Front Ofce and Back Ofce and redundant tasks. quotes are prepared and orders are received.
Automate (and make more reliable) the way in which Minimize the heavy costs of acquiring new customers
by retaining as many customers as possible and promoting customer loyalty. customized, value-added products.
through an ordinary browser and allows sales organizations to automatically assign leads to the appropriate team members, manage opportunities, implement collaborative sales methodologies, congure products, prepare customer quotes and proposals and accurately forecast future business.

3.2.5.3

Cameleon Channel Selling, the eCommerce application for sales networks
Raise prot margins: increase protability by offering Inform direct and indirect sales teams immediately
of new offerings designed to generate higher profit margins. be accessed on ones own 24/7.
Implement new sales channels at low cost which can Reduce non-quality costs: wrong product delivered
(processing of returns and customer complaints), error in quote calculation. to order.
Reduce inventories: configuration and production
Cameleon Channel Selling is a ready-to-use, easy-toimplement B-to-B eCommerce solution. It provides all the services needed to maintain a sales network, from customer relations management to online order entry. It extends the companys commercial services to its distributors and customers around the world by allowing them to place orders 24/7. Cameleon Channel Selling is a 100% Java-based application that provides advanced online sales assistance functionalities, as well as a space dedicated to communication: eMailing, Chat, News, Advertising, FAQ and Forum.

Position as a European leader
The 130 customers using Cameleon, in addition to the 120 acquired through the purchase of TDV in Germany, represent an installed base that is unmatched among our competitors who, at the most, have an international base of 50 to 80 customers.

3.2.5.7

Features that set ACCESS COMMERCE apart from the competition: modules that deliver high return-on-investment (ROI), a solution that is fast up and running, position as a European leader

3.2.5.8

Technology used by Cameleon solutions
Modules that deliver high ROI
When implementing a CRM solution, modules related to conguration, quotes, proposal generation, online order management and tracking and advanced pricing management are among those applications that ensure the best return on investment. This is because these modules automate functions that have become increasingly sophisticated as a result of the growing complexity of product offerings, greater customer requirements and the need for business processes to include the companys outside partners.
The Cameleon conguration technology uses an engine based on declarative constraint and propagation techniques, which makes it possible to highlight and manage inconsistent choices and unavailable options. Cameleon applications and components, which can be accessed using an ordinary browser, are based on an ntier architecture and use the following technologies:
application servers (BEA/WebLogic and IBM/Websphere) which are responsible for loading the applications and components.
EJB business components (Enterprise Java Beans). XML and Enterprise Application Integration technology
to ensure interoperability between the components and applications and external applications (Enterprise Resource Planning and Product Data Management).

3.2.6 3.2.6.1

Our customers

Types of customers

3.2.6.4

Maintenance revenues

The Companys customer base consists of subsidiaries of large international industrial groups and successful small and medium-sized companies.
Maintenance revenues, which represent a source of recurring income, accounted for 25% of revenues in 2001, compared to 15% in 2000.

Suppliers

Some of our customers are:
ALCATEL, ALSTOM, ANCA, ARJO-WIGGINS, BOUYGUES, CASCADE, CLIPACK, CONTINENTAL, DANEL, DE DIETRICH, FRAMATOME, GOULD, Meubles GRANGE, INVACARE, HOBART, INTERTECHNIQUE, KARDEX, LAPEYRE, MANITOU, MECATHERM, MGE-UPS, PINGUELY HAULOTTE, POTAIN, RATP, RENAULT, SCHLUMBERGER, SDMO-MEUNIER, SOCOMEC, SPEEDLINE TECHNOLOGIES, SPOT IMAGE, SR TELECOM, STAHL, THALES, THOMSON MULTIMEDIA, THYSSEN, VALMONT, VICKERS, WORKHORSE CUSTOM CHASSIS, to name a few.
As a software publisher and service provider, ACCESS COMMERCE is committed to protecting its know-how, relies minimally on third-party technology provided by outside suppliers and rarely subcontracts. For the Cameleon products, the Company uses the following suppliers: BEA, IBM, OPEN LINK SOFTWARE. BEAs Weblogic and IBMs Websphere are middleware solutions and OPEN LINK provides our ODBC driver. With regard to the integration products, the Company mainly resells Octal, Co-Create, Hewlett-Packard, Oracle and Solidworks solutions.

3.2.6.2

Customer dependence
The degree to which ACCESS COMMERCE is dependent on one of its customers or one group of customers is very low. No one customer accounted for more than 5% of sales in 1998 and 1999. The largest customer in scal year 2000 represented 6.5% of annual revenues. No other customer accounted for more than 5% of revenues in 2000. The two largest customers in 2001 accounted for 6.1% and 5.9% of consolidated annual revenues, respectively. No other customer represented more than 5% of revenues in 2001. Moreover, our rst 5/10/20 customers accounted for 22%, 33% and 47% of consolidated revenues, respectively. In our opinion, ACCESS COMMERCE is not largely dependent on any particular customer or group.

Investments

The Company made only one large investment in 2001: the acquisition of TDV GmbH Company. The terms and conditions of this acquisition are described in the appendices to the consolidated nancial statements presented in section 5.2.

Insurance

The Company and/or its subsidiaries currently hold the following insurance policies:
Civil liability insurance for all countries excluding the

USA and Canada;

3.2.6.3
Seasonal variation in revenues
The table below shows the seasonal variation in the consolidated revenues of ACCESS COMMERCE in scal years 2001 and 2000: M Q1 Q2 Q3 Q4 TOTAL 2001 3,63 24% 4,02 26% 3,26 21% 4,47 29% 15,38 100% 2000 3,3 21% 4,28 27% 3,02 19% 5,42 34% 16,02 100%
Civil liability insurance for the USA and Canada; Industrial multi-risk insurance (premises + operating
losses) for our facilities in France;
Insurance on equipment breakdowns and transported
merchandise for our facilities in France; America.
Insurance on our facilities in Germany and North
In our view, the Companys insurance policies provide adequate coverage.

3.2.10

Competition
ACCESS COMMERCEs competitors can be divided into three categories:
ERP publishers, CRM generalists, interactive sales solution specialists.

> ERP publishers

In order to continue to grow, more and more ERP publishers are seeking to extend their product line to include customer relations management. Depending on their size and available resources, publishers can take one of two approaches: integration of a CRM product through buyout or internal development (SAP, Oracle, Peoplesoft), an option reserved for the largest players, or, for medium-sized ERP publishers, partnership with CRM publishers. Companies such as QAD and MAPICS have taken this second approach by forming partnerships with ACCESS COMMERCE. Only on occasion do the largest ERP publishers that have integrated a CRM product into their line provide direct competition to our company. On the one hand, they offer generalist solutions which are at least as complex to implement as those of SIEBEL and, on the other, they lack the necessary technologies for managing the complexity level of the products and sales processes of the industries served by ACCESS COMMERCE.

At a time when companies are keeping a close eye on their IT investments, the low Total Cost of Ownership (TCO) of our solutions, combined with exceptionally advanced technology, can allow us to penetrate the Large Accounts market, a favored hunting ground of our North American competitors. The departure of most of these competitors from the European continent should favor this strategy on a market that has already been broken in.

3.4.5.2

Consolidation of our role as leader on the
The advantages for the Company of developing this strategy
industrial middle market by developing strategic partnerships with ERP and PDM publishers
A market with excellent growth prospects
ACCESS COMMERCE is a player on CRM/PRM markets which, following a transition year in 2002 (0% growth according to Gartner, 14% for Aberdeen and 15% for AMR Research), should experience signicant growth (> 20% according to all consulting rms involved in the industry); according to Aberdeen, the CRM market should reach 28 million dollars, compared to 13.5 million in 2001, for a two-fold increase in ve years.
ACCESS COMMERCE sells its solutions either directly, through its own sales teams in France, Germany and North America, or through partners, namely PDM and ERP publishers. These partners hold very favorable positions among industrial companies, particularly in the middle market, because they provide critical applications related to product design and overall business management. These publishers require CRM/PRM solutions that complement their products in order to satisfy their customers demand and to nd additional ways to expand their business. This is the reason for our partnerships with QAD, Mapics, Octal, PSI PENTA and Matrix One. For ACCESS COMMERCE, it is a way to reach a broad customer base quickly (4,500 customers for QAD and 3,500 for Mapics, for example) at a reasonable marketing cost.
ACCESS COMMERCE is involved in the CRM
sectors with the strongest potential
According to the Gartner Group, for their future investments businesses will give priority to CRM projects with a return on investment that is clear, proven and fast; the consulting rm specically mentions interactive sales modules (congurator, sales assistance), PRM modules, compensation management modules (Incentive Compensation Management or ICM), order management and proposal generation modules. Four of these modules (not including ICM) form the core of the Cameleon solutions sold by ACCESS COMMERCE.

4.1.1 4.1.1.1

The business activity of the Group as a whole during the previous year
The Groups business activity at December 31, 2001 is presented below:

ACCESS COMMERCE SA

100 % 100 % 100 %

ACCESS COMMERCE Inc.

ACCESS COMMERCE Ltd

TDV GmbH

ACCESS COMMERCE Inc. is a result of the court-ordered reorganization, effective January 1, 2001, of the GESTION ACCESS Inc., ACCESS COMMERCE Inc. and AIS Technologies companies. This company, located in Canada, operates the Groups business activities in North America. The offices in San Diego in the USA and Vancouver Canada were closed during the previous year in response to a slowdown in the American economy starting at the end of the 1st quarter of 2001. The TDV GmbH company, located in Karlsruhe Germany, was acquired in January 2001 through an exchange of securities and publishes interactive sales software.

Chapter 4

ACCESS COMMERCE Ltd is a legal structure formed in accordance with English law, the purpose of which is to conduct the Groups business in the United Kingdom. This legal structure was created in April 2001. In view of the uncertain business climate in this country, a decision was made in December 2001 to end this subsidiarys activities. In addition to these two subsidiaries, ACCESS COMMERCE also has an ofce in Melbourne Australia.
Finally, the Companys revenues in North America represent 12% of the consolidated total, compared to 12% for Germany and 76% for France and the rest of Europe. On a comparable year-to-year basis, revenues totaled 13,624,168 Euros. This gure includes revenues from the North America and South Europe operations. Moreover, if we exclude TDV GmbHs net income for 2001, namely 89,000 Euros, the ACCESS COMMERCE Groups net income on a like-for-like basis would be down by 4,643,000 Euros. The total operating income at the close of the scal year was 15,926,419 Euros, compared to 16,046,176 Euros at December 31, 2000. Operating expenses totaled 19,249,231 Euros, for an operating loss of 3,322,812 Euros, compared to a loss of 2,698,449 Euros at the end of the previous year. This operating loss stemmed directly from the difference in sales recorded in December 2001, and prevented ACCESS COMMERCE from attaining its goal of balancing out its 2001 operating results. This balance, however, was achieved during the 4th quarter of last year. Since the nancial result was on the negative side by 276,365 Euros, the operating result before taxes represents a loss of 3,599,177 Euros; this result was also negative by 2,797,314 Euros at December 31, 2000. After goodwill amortization totaling 739,445 Euros, the Groups consolidated net income shows a loss of 4,559,811 Euros. The extraordinary charges consist of the following items:

Name of the company manager Jacques Soumeillan Louis Fortner Jean-Franois Novak Franoise Asparre
Price() 9.92 9.92 9.92 9.92
Expiration 01/16/2007 01/16/2007 01/16/2007 01/16/2007

901 998

949 498

339 - 1,575,529 -608 -

038 -3,632,940 -111,170 -4,238,152 -

4,12 2,57 -

0,80 0,44 -

0,09 0,05 -

-0,83 -1,22 -

-1,92 -2,17 -

Options granted in scal year 2001 to 10 company employees other than the company managers
Number of shares authorized Price() 9.92 9.92 8.91 9.92 5.15 5.15 9.92 9.92 Expiration 01/16/2007 01/16/2007 4/02/2007 01/16/2007 8/02/2007 8/02/2007 01/16/2007 01/16/2007
the earnings subject to corporate income tax in accordance with Article 39-4 of the General Tax Code, which is to be deducted from the tax loss carry-forward. Accordingly, the General Meeting grants the Directors discharge for the performance of their duties for the scal year just ended.
Employee name Thibault de Bouville Eric Delacourt Kurt Haller Sylvie Roug Neil Williams Paul Herron Walter Heiob Thomas Lehmann

Second resolution

Approval of the consolidated nancial statements
The General Meeting, having heard :
the management report of the Board of Directors,
including the management report of the Group, regarding the activity and results of the Company and the subsidiaries for the year ended December 31, 2001 and regarding the consolidated financial statements for said year, consolidated nancial statements,
the report of the Statutory Auditors regarding these
approves the consolidated nancial statements as they have been presented, which show a loss of 4,559,811.00 Euros. It also approves the operations recorded in these nancial statements or summarized in these reports.
In scal year 2001, 19 other employees of the Group received 500 stock options having an exercise price of 9.92 Euros and a maturity date of January 16, 2007.
Number and price of shares subscribed for or purchased during the year following the option exercise

Third resolution

Not applicable.
Agreements referred to in articles L 225-38 et seq. of the Commercial Code
The General Meeting approves the agreements referred to in the special report presented to it regarding the agreements governed by Articles L 225-38 et seq. of the Commercial Code.
4.3 Resolutions adopted by the Annual General Meeting

First resolution

Fourth resolution
Upon the recommendation of the Board of Directors, the General Meeting resolves to allocate the net income as follows:
Approval of the annual nancial statements
the management report of the Board of Directors

Origin

Income for the year loss of 4,238,152.00 Euros.
regarding the Companys activity and results for the year ended December 31, 2001 and regarding the nancial statements for said year, the performance of their duties during said year,

Consolidated goodwill

Consolidated goodwill represents the difference between the acquisition price of the consolidated companies and the portion of their net assets belonging to the Group as of the date of the acquisitions for the portion of the difference not allocated to balance sheet items. Depreciation is calculated using the 10-year straightline method. However, if the value of the company so requires, the difference may be depreciated over a shorter period. 5.2.1.4.6

Tangible assets

Tangible assets are valued at their acquisition or production cost. Depreciation is calculated using the straight-line method based on the expected life of the asset.
of the subsidiaries were determined based on the French agreement applied by ACCESS COMMERCE and not on the laws in effect in the respective countries. 5.2.1.4.13 Pre-paid income At the end of each accounting period, the company offsets income from maintenance contracts for the time that has not yet lapsed through the use of a pre-paid income account. 5.2.1.4.14 Revenues Revenues are calculated as follows:
> Completion of the TDV GmbH acquisition.
The Extraordinary General Meeting of January 9, 2001 approved the acquisition of the German company, TDV GmbH. This acquisition, announced last November, was carried out through the transfer of 100% of the shares of TDV GmbH to ACCESS COMMERCE and through the issue of 47,500 new shares to the shareholders of TDV GmbH. Moreover, an additional cash sum of 218,344 Euros was paid to TDV GmbHs long-time shareholders. Because this acquisition had very little impact on the management balances and large balance sheet items, no pro forma nancial statements were prepared for the previous year, based on the fact that the scope of consolidation was the same. In 2000, TDV GmbHs revenues totaled 1,293,000 Euros and the balance sheet total was 1,172,000 Euros.
Sales of licenses purchased by customers are invoiced
when the media are shipped.
Services are normally invoiced at the end of the month
on a statement summarizing the monthly activity. Some installation services are invoiced as a lump-sum amount. renewable for 12 months subject to 3 months advance notice. Most of these contracts are invoiced quarterly, payable in advance. of delivery.
Maintenance contracts are set up annually and are > Completion of the A.I.S. merger
The merger between AIS and ACCESS COMMERCE Inc. became effective on January 1, 2001. The nal sale price of AIS was 81,930 Euros.

5.3 Report of the Statutory Auditors regarding the consolidated financial statements
Fiscal year ended December 31, 2001 In pursuance to the mission entrusted to us by the General Meeting, we have conducted an audit of the consolidated nancial statements relative to the scal year ended December 31, 2001, as they are attached to this report. The consolidated nancial statements were closed by the Board of Directors. It is our responsibility, based on our audit, to express an opinion about these financial statements. We conducted our audit in accordance with the auditing standards of the profession, which require that we use the necessary diligence to obtain reasonable assurance that the annual financial statements are free of signicant misstatements. An audit consists of examining, on a test basis, evidence supporting the information contained in the nancial statements. It also includes assessing the accounting principles applied and the signicant estimates used to close the accounts, as well as evaluating their overall presentation. We believe that our audit provides a reasonable basis for the opinion expressed below. We certify that the consolidated nancial statements, prepared in accordance with the accounting rules and principles applicable in France, are true and in good order and fairly present the Companys asset base and nancial position, as well as the overall result of the consolidated companies forming the Group. Without calling into question the opinion expressed above, we draw your attention to point 5.2.9 of the appendices to the consolidated nancial statements regarding subsequent events related to the nancing of the ACCESS COMMERCE Groups expansion. We also veried the information provided in the report on the Groups management. We have no observation to make regarding the fairness of the information and its consistency with the consolidated nancial statements.
The Statutory Auditors June 04, 2002
SA Cabinet Vally & Associs 11 rue Jean Rodier 31400 Toulouse SA au capital de 200.000 - RCS Toulouse B 878 Statutory Auditor Member of the Compagnie Rgionale de Toulouse

Consistency of the accounting methods used from one year to the next; Independence of the scal years and according to the general rules related to the preparation and presentation
of annual nancial statements. The historical cost method was used to evaluate the items entered in the accounting records. In Description Investment in ACCESS COMMERCE Inc. Investment in T.D.V. Investment in ACCESS COMMERCE Ltd. Investment in CLIPACK Investment in CADPlan Software Guarantees TOTAL Note 7: Permanent nancial investment Gross at Provisions 12/31/006

Net at 12/31/490

Net at 12/31/118
In Description Investment in A.C. Inc. Investment in T.D.V. Investment in A.C. Ltd. Investment in CLIPACK Investment in CADPlan Software Guarantees TOTAL
Note 8: Table of change in permanent nancial investment Value at Increase Decrease 12/31/0

Value at 12/31/886 496

Capital
Note 9: Table of subsidiaries and investments Share of Authorized Revenues Result Shareholders' Book capital loans and at at Observations equity value owned advances 12/31/2001 12/31/587 -100,00% 100,00% 100,00% 33,17% 992 -922 -657 454
G.A.C. Inc. (in Canadian dollars) T.D.V. GmbH (in euro) ACCESS COMMERCE Ltd (in pounds sterling) Clipack S.A. 226 111
The gross value of the shares corresponds to their net value: no depreciation was recorded in view of the mediumterm expansion plans proposed for this subsidiary. The advances on current account are described in Note 14. No dividends were paid by the subsidiaries in scal year 2001. Note 14: The Groups advances on current account Gross at 12/31/349
In Description ACCESS COMMERCE Inc. T.D.V. GmbH ACCESS COMMERCE Ltd. TOTAL

Net at 12/31/250

No depreciation of the advances on current account was recorded in view of the medium-term expansion plans proposed for these subsidiaries. Note 19: Table of change in shareholders equity In Capital Issue premiums 441 Legal reserve Other reserves Net income Total for the shareholders year equity -186 127
Situation at December 31, 2000 Activity during the period Allocation of previous year's income Net income for the year Capital increase Situation at December 31, 2000

-0 -565

608 --152

0 -620

Note 20: Share capital In Description Number of shares Par value Share capital The share capital as at December 31, 2001 was 1,949,498 shares of 1 Euro each. Note 22: Loans and debts with credit institutions In Description Credit Agricole (Loan) Credit Agricole (Note drawn) Credit Lyonnais (Note drawn) Socit Gnrale (Note drawn) Socit Gnrale (Loan) Accrued interest TOTAL Balance due year 1 to 5 years 034 More than 5 years 0 Amount in 498 1,949 498
Note 27: Financial expenses The interest and expenses item consists primarily of the debt write-offs authorized in favor of the foreign subsidiaries totaling:
1,460,033 Euros in favor of ACCESS COMMERCE Inc. 150,000 Euros in favor of TDV GmbH.
Note 31: Financial commitments
ACCESS COMMERCE has a sales contract in the amount of US$80,000 at an exchange rate of 0.86626 American
Dollar / Euro, which expires on January 16, 2002.
On May 19, 1999, the Company entered into a commercial lease agreement with the GA company. This agreement,
which extends for 9 years, provides for the payment of an annual rent in the amount of 1,647,000 Francs. secure the letters of credit issued by Crdit Lyonnais in favor of the National Bank of Canada. obtained by its wholly-owned subsidiary, TDV GmbH.
ACCESS COMMERCE SA is a guarantor for Crdit Lyonnais in the amount of 190,000 Canadian dollars in order to ACCESS COMMERCE SA is a guarantor for Sparkasse Karlsruhe with regard to a loan in the amount of 500,000 Euros ACCESS COMMERCE SA put up its business as collateral to secure a 500,000 Euro loan from Socit Gnrale. The total amount of retirement indemnities of ACCESS COMMERCE SA, calculated using the retrospective method,

was 65,553.08 Euros.

NOTE 33: Subsequent items
Market launch of CAMELEON DIRECT SELLING, new eCRM sales SOLUTION
Acquisition of Tekora and build-up of capital
On March 25, 2002, ACCESS COMMERCE announced the signing of a memorandum of understanding aimed at acquiring 100% of the shares of Tekora Company, a publisher of Web Content Management (WCM) software. This acquisition will enable the ACCESS COMMERCE Group to expand its Cameleon Enterprise Solutions product line. The Web Content Management solutions developed by Tekora are a natural companion to Cameleon Channel Selling, the ACCESS COMMERCE Partner Relationship Management (PRM) product. The marriage of these products will provide ACCESS COMMERCEs customers with a unique ready-to-use, easy-to-implement PRM solution. This will allow ACCESS COMMERCE to strengthen its position on a growing market - indirect sales channel management or PRM which, more and more, must include content management solutions. Under this alliance, ACCESS COMMERCE will also benet from industrial synergies as a result of an expanded Large Account customer base, one of the Companys strategic objectives for 2002. Indeed, some of Tekoras main customers are Saint Gobain and Wanadoo. At the same time, IRDI and SOPROMEC, ACCESS COMMERCEs long-time nancial shareholders, agreed to take part in a reserved capital increase in the amount of 1.5 million Euros, in connection with the Tekora alliance. This, together with Tekoras nancial structure (as of December 31, 2001, the companys shareholders equity was 3.5 million Euros and its available cash funds were approximately 3 million Euros), should allow the Group to increase its capital considerably. This operation, aimed at signicantly improving the Companys cash-ow capabilities, was made necessary by the ACCESS COMMERCE Groups growth objectives. The acquisition of Tekora and the reserved capital increase involving IRDI and SOPROMEC would be carried out using ACCESS COMMERCE shares (by issuing a combination of new shares and equity notes). The equity notes would have a variable parity, which would be determined based on the value of ACCESS COMMERCEs shares in September 2004. Given the variable parity of the equity notes at redemption, the number of new shares issued would be between 896,000 and 1,625,000. This acquisition will be nalized once certain suspensive conditions have been fullled, which should occur prior to the Extraordinary General Meeting scheduled for June, 2002, and subject to the approval of the market authorities.

Jacques Soumeillan

Chairman and CEO

Jean-Franois Novak

General Manager

Franoise Asparre

Louis Fortner
Chairman Appointed on March 17, 1997 for a 6-year term which expires at the Annual General Meeting called to approve the nancial statements for the scal year ended December 31, 2002. Directors Appointed on March 17, 1997 for a 6-year term which expires at the Annual General Meeting called to approve the nancial statements for the scal year ended December 31, 2002. Appointed on March 17, 1997 for a 6-year term which expires at the Annual General Meeting called to approve the nancial statements for the scal year ended December 31, 2002. Appointed on March 17, 1997 for a 6-year term which expires at the Annual General Meeting called to approve the nancial statements for the scal year ended December 31, 2002.

Chapter 6

6.3 Managing bodies
ACCESS COMMERCE is administered by a Managing Board which is chaired by Jacques Soumeillan and consists of the following people:

General Management

Jacques Soumeillan, President and CEO Jean Franois Novak, Executive Vice-President
Administration and Finance
Thibault de Bouville, Chief Financial Ofcer

Services Center

Louis Fortner, General Manager

Business Development

Eric Delacourt

Research and Development

Sylvie Roug

South Europe Operation

Franoise Asparre, Executive Vice-President

Walter Heiob

Kurt J. Haller
The special report on stock options presented in section 4.2 of this document lists the 10 largest recipients of stock options during the year who are employees other than Directors.

Recent developments

Events that occurred after the close of the year are indicated in paragraph 5.2.9 Subsequent items of the appendices to the consolidated nancial statements prepared as at December 31, 2001 (chapter 5 Asset base, nancial position and net income). The Company has since then announced its revenues for the 1st quarter of 2002: Table below ACCESS COMMERCEs 1st quarter revenues in 2002 were characterized by a marked increase in Cameleon business (+11%). This growth, under challenging market conditions, conrms the important positioning of the Cameleon suite and its high added value stemming from a rapid return on investment for users. There was no change in the scope of consolidation between scal years 2001 and 2002. In the first quarter of 2001, income from sales of Cameleon licenses was impacted by the signing of a substantial agreement with the SR Telecom group. In the rst quarter of 2002, business in North America grew considerably, with revenues up by 77% compared to the fourth quarter of 2001. Revenues posted in North America represent 22% of consolidated revenues, compared to 11% in the fourth quarter of 2001. In particular, sales of our Cameleon Direct Selling and Cameleon Channel Selling solutions involved prestigious customers such as the Eaton groups, automotive and aeronautic manufacturers, and Ktron, an industrial equipment supplier. The sharp growth in Cameleon business is very encouraging. At the same time, in order to improve our market visibility, we are pursuing our efforts to reduce xed costs. The various measures implemented will enable us to achieve a break-even point of approximately 15.7 million Euros in 2002, excluding restructuring expenses. This represents a decrease of about 16% in the break-even point. These economic measures include, among other things, work force reductions (in one year, the number of the Groups employees fell from 190 to 155 as of April 30, 2002), the closing of several ofces (London, Vancouver and San Diego), reduced marketing budgets, a very aggressive policy aimed at lowering travel expenses and a freeze on capital investments. Within this framework, our main objective clearly continues to be a return to balanced operations Jacques Soumeillan, President of ACCESS COMMERCE stated.