Form 20-F 2005

However, these requirements do not apply if:
the issuer has in place a time-schedule share repurchase program; or
the share purchase program is lead-managed by an investment firm or a credit institution which makes its trading decisions
in relation to the issuer’s shares independently of, and without influence by, the issuer with regard to the timing of the
purchases.
Pursuant to the General Regulation of the AMF and its instructions, we must publicly disclose any transactions carried out pursuant
to an ongoing share repurchase program by way of a press release posted on the AMF’s website, no later than the seventh trading
day following the date of execution of any such transactions.
In addition, as the case may be, we will disclose, at least once a month, specified information regarding transactions.
Item 10. Additional Information
By-laws
We are a société anonyme, a form of French corporation, incorporated under the laws of France.
Our registered office is located at: Immeuble Cœur Défense, Tour A, 110 Esplanade Charles de Gaulle – 92400 Courbevoie. We
are registered with the Register of Commerce and Companies of Nanterre under the number 352 170 161. For more information
about the Company, please see “Item 4. Information About Rhodia—Corporate History”.
The information below is a summary of the material information concerning our share capital, together with material provisions of
applicable French law and of our by-laws (statuts), as amended on December 20, 2005. An unofficial English translation of the bylaws
is included as an exhibit to this Annual Report. You may obtain copies of our statuts in French at our registered office. Please
refer to those full documents for additional details.
Board of Directors
For a discussion of Directors’ powers under French law and our by-laws, see “Item 6. Directors, Senior Management and Employees—
Board of Directors, Chairman and/or Chief Executive Officer”.
Shareholders’ Meetings and Voting Rights
In accordance with French law, there are three types of shareholders’ general meetings: ordinary, extraordinary and special.
Ordinary general meetings are required for matters such as the election, replacement and removal of Directors, the allocation of
fees to the Board of Directors, the appointment of statutory auditors, the approval of annual financial statements and Consolidated
Financial Statements, the declaration of dividends or authorization of dividends to be paid in shares and the approval of regulated
agreements.
Extraordinary general meetings are required for the approval of matters such as amendments to our by-laws, approval of mergers,
the change of our corporate name or our corporate purpose, increases or decreases in share capital, the creation of a new class
of equity securities (common or preferred shares), the authorization or approval of the issuance of any securities giving rights to
equity securities, and the voluntary liquidation of the Company prior to the end of its statutory term.
90 Form 20 - F 2005 - Rhodia