Form 20-F 2005

The shareholders, at an extraordinary general meeting, may decide not to take these shares into account in determining the
preferential subscription rights attached to the other shares. However, if the shareholders decide to take them into account, we
must either sell the rights attached to the shares we hold on the market before the end of the subscription period or distribute them
to the other shareholders on a prorata basis.
As at December 31, 2004 and December 31, 2005, we held no treasury shares.
The general shareholders’ meeting, held on June 23, 2005 authorized the Board of Directors to repurchase and dispose of up
to 10% of the share capital of our Company at a maximum purchase price of €3 per share. This authorization was given for an
18 month period.
Under the authorization granted by the shareholders, the Board of Directors may proceed with repurchases in order to:
provide shares to the employees and executives of our Group under a profit-sharing, stock option plan or share grant
plan;
remit shares upon exercise of rights attached to securities granting access to our share capital;
deliver shares in payment or exchange in the case of an external growth transaction;
stimulate the market of our shares by means of a liquidity contract with an independent investment firm with a code of
business ethics recognized by the AMF; and
proceed with any other operation compliant with AMF market practice rules and, more generally, any other operation
compliant with French law.
To date the Board of Directors has not implemented any repurchase program and no share repurchase program prospectus (note
d’information) has been prepared nor filed with the AMF.
Trading in our own shares
Pursuant to the regulations of the European Union and the AMF, we may not trade in our own shares for the purpose of manipulating
the market. Pursuant to these regulations, there are certain requirements for trades by a company to be considered valid:
the issuer may not, when executing trades under a share repurchase program, purchase shares at a price higher than the
highest price of the last independent trade or the highest current independent bid on the trading venues where the purchase
is carried out;
when the issuer carries out the purchase of its own shares through derivative financial instruments, the exercise price of
such derivative financial instruments shall not be above the higher of the price of the last independent trade or the highest
current independent bid;
the issuer may not purchase more than 25% of the average daily volume of the shares in any one day on the regulated market
on which the purchase is carried out. The average daily volume figure is to be based on the average daily volume traded in
the month preceding the month of public disclosure of the program and fixed on that basis for the authorized period of the
program. Where the program makes no reference to that volume, the average daily volume figure must be based on the
average daily volume traded in the 20 trading days preceding the date of purchase.
In addition, in order to benefit from the exemption provided by the regulations of the European Union and the AMF, a company shall
not, during its participation in a share repurchase program, engage in the following trading:
selling of its own shares during the life of the program;
trading where the Company becomes aware of information that, if disclosed, would have a significant impact on the market
price of its securities;
trading during a 15-day period before the date on which the Company makes its consolidated, annual and intermediary accounts public.
Form 20 - F 2005 - Rhodia
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