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Form 20-F 2005

Form 20-F 2005

Form 20-F 2005

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Employee and Director share ownership<br />

Director and Executive share ownership<br />

The table below lists, to the best of our knowledge, the total number of shares owned by the members of our Board of Directors<br />

and by the General Management Committee (as a group) as of December 31, <strong>20</strong>05.<br />

Identity of person or group<br />

At December 31, <strong>20</strong>05<br />

Shares<br />

Percentage of class<br />

Yves René Nanot 131,250<br />

*<br />

Jean-Pierre Clamadieu 46,451 (1) *<br />

Aldo Cardoso 1,875<br />

*<br />

Pascal Colombani 1,875<br />

*<br />

Jérôme Contamine 18,750<br />

*<br />

Michel de Fabiani 38,232<br />

*<br />

Jacques Kheliff 17,066<br />

*<br />

Olivier Legrain 24,368<br />

*<br />

Pierre Lévi 51,342<br />

Francis Mer 186<br />

*<br />

Hubertus Sulkowski 44,435<br />

*<br />

* Less than 5%.<br />

(1) Mr. Jean-Pierre Clamadieu holds 96,922 shares of the funds FCPE “Actions Rhodia” and “PELT Actions Rhodia” pursuant to an employee share scheme,<br />

which correspond to a similar number of shares in Rhodia.<br />

We do not report the individual shareholdings of General Management Committee members. To the best of our knowledge,<br />

the individual amount held by any member of this group is less than 1% of our share capital, including any shares held indirectly.<br />

Employees may participate in profit-sharing plans based on performance criteria for their business and a mutualization on a Group<br />

level. We believe participation increases individual incentives and cohesion of our shareholders.<br />

As of December 31, <strong>20</strong>05, our employees held 15,049,102 shares through employee plans corresponding to 1.28% of our shares<br />

and voting rights.<br />

Our rules of governance prohibit Directors and Executive Officers from selling their shares for a period of 60 days following the<br />

publishing of our annual, half-year and quarterly results or if they have benefited from privileged information during this period.<br />

Pursuant to French law, we must declare transactions in our securities carried out by Directors, the Chief Executive Director and<br />

the Designated Executive Officer (from January 1 through June 23, <strong>20</strong>05) to the extent the aggregated amount of the transactions<br />

by each of such persons exceeds €5,000 per year. The following transactions were declared in <strong>20</strong>05:<br />

Mr. Clamadieu’s purchase of 2,800 shares on December 21, <strong>20</strong>04 at €1.66 per share.<br />

Mr. Clamadieu’s sale of 10,850 shares and purchase of <strong>20</strong>,000 shares at a price of €1.43 per share on June 29, <strong>20</strong>05.<br />

Mr. Sulkowski’s sale and purchase (transfer into a securities savings account (Plan d’Epargne d’Actions)), of 9,000 shares<br />

at €1.63 per share on December 1, <strong>20</strong>05.<br />

In the context of a capital increase, the following shareholders exercised their preferential rights to purchase new<br />

shares that were introduced on December <strong>20</strong>, <strong>20</strong>05, at €1.10 per share: 875 shares, Mr. Cardoso; 21,677 shares,<br />

Mr. Clamadieu; 875 shares, Mr. Colombani; 7,000 shares, Mr. Contamine; 17,843 shares, Mr. de Fabiani; 7,966 shares,<br />

Mr. Kheliff; 11,368 shares, Mr. Legrain; <strong>20</strong>,7<strong>20</strong> shares, Mr. Lévi; 86 shares, Mr. Mer; 61,250 shares, Mr. Nanot; and<br />

<strong>20</strong>,734 shares, Mr. Sulkowski.<br />

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

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