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Form 20-F 2005

Form 20-F 2005

Form 20-F 2005

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changes in economic or technological trends;<br />

potential environmental claims, costs, liabilities or other obligations;<br />

general competitive and market factors on a global, regional and/or national basis; and<br />

optimizing the value of credits (CER) issued in regards to projects for the reduction of greenhouse gasses in South Korea<br />

and Brazil, developed within the framework of the Clean Development Mechanism (CDM) under the Kyoto Protocol.<br />

Item 4. Information About Rhodia<br />

We are a leading global manufacturer of a wide range of specialty chemical and other products that are sold in a broad spectrum of<br />

consumer and industrial markets, including cosmetics, detergents, pharmaceuticals, automotive, electronics, agrochemicals and<br />

construction. Our proprietary technologies and differentiated product portfolio enable us to develop and deliver high-performance,<br />

cost-effective solutions to our customers. Our technologies enhance our customers’ end products by, among other things, improving<br />

performance, enhancing core product characteristics, simplifying production processes, lowering costs and making products more<br />

environmentally friendly. We own and operate manufacturing facilities located in Europe, North America, the Asia/Pacific region<br />

and Latin America. In addition, we operate five multi-disciplinary and multi-enterprise centers across the world plus 35 technical<br />

development centers providing links between the research centers and enterprises, customers and local markets.<br />

Corporate Information<br />

The legal and commercial name (dénomination sociale) of our Company is Rhodia. We were incorporated in 1989 for a period of<br />

99 years. The Company is a société anonyme, a form of limited liability company, domiciled in, incorporated under and governed<br />

by the laws of France—most notably art. L. 225.1 & seq. of the French Commercial Code. Our corporate governance structure is<br />

set out in our by-laws (statuts), which were last amended on December <strong>20</strong>, <strong>20</strong>05.<br />

We are registered with the Register of Commerce and Companies of Nanterre (registration number 352 170 161).<br />

Our registered office is located at Immeuble Coeur Défense, Tour A, 110 Esplanade Charles de Gaulle, 92400 Courbevoie,<br />

and our phone number is +33 1-5356-6464. Until November 2, <strong>20</strong>05, our registered office was 26, quai Alphonse-Le Gallo,<br />

92512 Boulogne-Billancourt Cedex, France. Our agent for service of process in the United States is CT Corporation System,<br />

111 Eighth Avenue, New York, NY 10011.<br />

Corporate History<br />

Our origins date back to the nineteenth century to two chemical companies, the Société Chimique des Usines du Rhône and<br />

l’Entreprise de Produits Chimiques Etienne Poulenc. In 1928, they merged to form Rhône-Poulenc. Over the years, Rhône-Poulenc<br />

expanded into such areas as polyamide and polyester fibers and life sciences, and made many major acquisitions in the chemical<br />

industry. During the 1990s, Rhône-Poulenc divested many businesses and refocused its strategy on life sciences and specialty<br />

chemicals. From 1990 to 1997, it divested many businesses in basic chemicals. Rhône-Poulenc also applied its strategy of focusing<br />

on specialty products to its Fibers & Polymers division and gradually disposed of its polyester business.<br />

The formation of Rhodia with our current name and organizational structure occurred on January 1, 1998, through a series of<br />

transactions carried out by Rhône-Poulenc and several of its subsidiaries. We became a public company on June 25, 1998,<br />

when Rhône-Poulenc sold a 32.7% stake in our Company to the public. In October 1999, Rhône-Poulenc carried out a two-part<br />

transaction in which it sold 39.1% of our outstanding shares and issued Notes exchangeable into our shares representing 25.9%<br />

of our share capital. In December <strong>20</strong>02, Rhône-Poulenc (which had become Aventis) proceeded with the early redemption of these<br />

bonds, effectively canceling all outstanding bonds. On May 2, <strong>20</strong>03, Aventis reduced its stake in our Company to 15.3% from<br />

25.2% pursuant to a sale and purchase agreement with Crédit Lyonnais (now Crédit Agricole). As a result of capital increases we<br />

have carried out, Sanofi-Aventis, successor to Aventis, currently holds 8.2% of our share capital.<br />

<strong>Form</strong> <strong>20</strong> - F <strong>20</strong>05 - Rhodia<br />

19

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