Form 20-F 2005

On December 22, 2005, Sanofi-Aventis declared:
it did not subscribe to the capital increase that took place in December 2005 and therefore holds 96,110,182 shares;
to have crossed under the legal thresholds of 15% and 10% of our share capital (based on 1,176,716,541 shares); and
that based on the number of votes that we declared after depriving Sanofi-Aventis of certain voting rights plus the number
of new votes created by new shares, for a total number of 1,103,199,316 voting rights, of which Sanofi-Aventis would have
had, after the capital increase, 31,379,108 votes or 2.8% of all voting rights, it had crossed under the 5% threshold of voting
rights in the Group.
To our knowledge, Calyon holds 17,751,610 shares and 8,965,459 voting rights.
During the general shareholders’ meeting of June 23, 2005, the general assembly found that Calyon failed to declare within the
allowable time limits, that it had crossed over the legal threshold of 5% on April 30, 2004. Consequently, and in application on Law 233-
12 of the Commerce Code, the general assembly held that Calyon’s shares in our Company were automatically deprived of their
votes as concerns those shares that exceeded the threshold and which should have been declared, that is 8,965,459 shares.
To our knowledge, the share capital and voting rights held by members of our Board of Directors or General Management Committee
are not significant. To our knowledge, no shareholders, other than those mentioned in the above table, hold directly or indirectly
more than 5% of our capital or voting rights.
We are not aware of any shareholders’ agreements between our shareholders.
Our major shareholders do not have voting rights different from those of other shareholders.
Related Party Transactions
In the ordinary course of business, we sell and purchase materials, supplies and services from and to numerous customers and
suppliers throughout the world, including from time to time companies with which members of our Board of Directors are affiliated.
We do not consider the amounts involved in such transactions to be material to our business and believe that these amounts are
not material to the business of the firms involved. See “Item 6. Directors, Senior Management and Employees” for information on
the outside affiliations of our Directors.
Other than as described herein, we have no related party transactions, other than those occurring in the ordinary course of business
and those that are immaterial, both to us and to the related party.
Due to its minority participation in our capital, Sanofi-Aventis is no longer considered a related party.
Multicurrency Revolving Credit and Guarantee Facility
On June 17, 2005, we concluded an agreement with a limited number of banks, on our behalf and on behalf of certain of our
subsidiaries, including Rhodia Inc., for a renewable syndicated multicurrency line of credit totaling €300 million and expiring
June 30, 2008. This line of credit replaced the Refinancing Facilities Agreement that expired on March 31, 2006. In the framework
of this agreement, Rhodia S.A., Rhodia Inc and certain of our subsidiaries have agreed to a series of sureties with the abovementioned
group of banks and certain other banks who act as our creditors. These sureties include collateral title to the capital of
our subsidiaries, intragroup loans and certain industrial assets located in the United States. Furthermore, according to the terms
of the subordination agreement, in case of default we will subordinate certain debts owed by our subsidiaries to our guaranteed
creditors. We will continue to repay the debts of our subsidiaries within the agreed to terms until no further case of default exists.
At December 31, 2005 we used €49 million of our RCF line of credit.
Refinancing Facilities Agreement
78 Form 20 - F 2005 - Rhodia