Form 20-F 2005

Please note that if an eligible U.S. holder failed to file a completed Form RF1 A EU-No. 5052 or simplified certificate before the
dividend payment date, he or she may claim, until December 31, 2005, the refund of the avoir fiscal attached to dividends paid in
2004, by completing and providing the French tax authorities with the Form RF1 A EU-No. 5052. Please note further that U.S. holders
other than eligible U.S. holders should obtain a refund of the précompte attached to dividends we paid in 2004 if they filed Treasury
Form RF1 B EU 5053 prior to January 1, 2005.
Any avoir fiscal and any French withholding tax refunds of excess withholding tax are generally expected to be paid within 12 months
after you file the Form RF1 A EU-No. 5052. However, they will not be paid before January 15 following the end of the calendar year
in which the related dividend is paid.
Dividends to be paid from 2005 on. Dividends paid from 2005 on to U.S. holders benefiting from the reduced rate of the dividend
withholding tax under the U.S.-France tax treaty may be subject immediately to the 15% withholding tax rate upon payment of the
dividends if the U.S. holder provides before the dividend payment date a residency certificate (the “Certificate”) based on the draft
provided by the French Tax Authorities in their Administrative Guidelines 4 J 1 05, dated February 25, 2005.
If a U.S. holder entitled to a reduced withholding tax rate does not file a completed Certificate before the dividend payment date,
we shall withhold the French withholding tax at the rate of 25%. Such U.S. holder will be entitled to claim a refund of the excess
withholding tax by completing and providing the French tax authorities with the Treasury Form RF1 A EU-No. 5052 (or any other
form that may replace such Treasury Form) before December 31 of the second year following the year during which the dividend
is paid.
If you are a holder of ADSs, you can obtain the Treasury Form RF1 A EU-No. 5052 or the Certificate from the Depositary and also
from the United States Internal Revenue Service, and the Depositary will file it with the French tax authorities as long as you deliver
a completed document within the requisite time period.
Finally, it should be noted, as regards the new tax credit available to French resident individual shareholders since January 1, 2005,
that the French tax authorities have not issued guidelines yet to confirm whether non-resident individual shareholders that benefit
from a tax treaty which provides for the refund of the avoir fiscal, as are individual U.S. holders, will be entitled to the refund of this
new tax credit described under French taxation of shares above with respect to distributions paid from 2005 on.
For U.S. federal income tax purposes, the gross amount of a dividend and any avoir fiscal or French tax credit paid to you, including
any French withholding tax, will be included in your gross income as dividend income. You generally must include these amounts
in income on the date payment is actually or constructively received by you, which, if you hold ADSs, will be the date payment is
received by the Depositary. Dividends paid by us will not give rise to any dividends received deduction. They will generally constitute
foreign source “passive” income for foreign tax credit purposes (or, for some holders, foreign source “financial services” income).
Under recently enacted legislation, for taxable years beginning after December 31, 2006, dividend income generally will constitute
“passive category” income, or, in the case of certain U.S. holders, “general category” income.
In addition, for U.S. federal income tax purposes, the amount of any dividend paid to you in euro, including any French withholding
taxes, generally will be included in gross income in an amount equal to the U.S. dollar value of the euro amount calculated by
reference to the spot rate in effect on the date the dividend is includible in income, regardless of whether you convert the payment
into U.S. dollars. You may be required to recognize U.S. source ordinary income or loss when you subsequently sell or dispose
of the euro. You may also be required to recognize foreign currency gain or loss if you receive a refund of tax withheld from a
dividend in excess of the 15% rate provided for under the U.S.-France tax treaty. This foreign currency gain or loss generally will
be U.S. source ordinary income or loss.
Form 20 - F 2005 - Rhodia
107