To: Cary Salsberg who wrote (52699 ) 9/20/2001 9:26:22 PM From: Sam Citron Respond to of 70976 OT ActivCard "The Company has not achieved profitability on an operating basis and expects to continue to incur operating losses for the foreseeable future. The Company incurred net losses on an operating basis of $16.0 million in 2000, $15.7 million in 1999 and $10.4 million in 1998. The Company expects to incur a loss from operations for the year ended December 31, 2001. Even with its sizable cash balances, the Company may not become profitable or be able to significantly increase its revenue. The Company has recently increased its operating expenses and capital expenditures and expects further increases in operating expenses to facilitate the commercialization of the Company's technology over the next twelve months. Although the Company's revenues have grown in recent quarters, the Company will need to significantly increase revenues to achieve profitability. Even if the Company does achieve profitability, the Company may be unable to sustain profitability on a quarterly or annual basis in the future. It is possible that the Company's revenues will grow more slowly than the Company anticipates or that operating expenses will exceed its expectations."... ...REPURCHASE OF SHARES Pursuant to French law, the Company may not make open market repurchases of its shares or otherwise acquire shares except (a) to reduce its share capital by subsequent cancellation of such shares under certain circumstances with approval of the Company's shareholders at an extraordinary general meeting and (b) to obtain shares for distribution to the Company's employees under an approved profit-sharing or stock option plan. The number of shares repurchased under (b) may not, in either case, result in the Company holding more than 10% of the then outstanding shares. Shares held by the Company are deemed to be outstanding under French law but are not entitled to any dividends, voting rights or preemptive rights. French law imposes certain other restrictions on the Company's ability to purchase its own shares in addition to the general principles disclosed pursuant to this paragraph." ACTI 20F 12/31/00sec.gov Would xenophobic French regulators prevent a takeover by VRSN, SLB, or RSAS? Sam