Form 20-F 2005

Special meetings of shareholders of a certain category of shares or of securities giving access to the Company’s share capital
are required for any modification of the rights attached to such category of shares or for any modification of the terms of such
securities giving access to the Company’s share capital. The resolutions of the shareholders’ general meeting affecting these rights
are effective only after approval by the relevant special meeting.
Annual Ordinary General Meetings
French law requires our Board of Directors to convene an annual ordinary general meeting of shareholders for approval of the
annual and Consolidated Financial Statements. This meeting must be held within six months of the end of each fiscal year. This
period may be extended by an order of the President of the Tribunal de commerce (Commercial Court). Our Board of Directors may
also convene an ordinary or extraordinary general meeting of shareholders upon proper notice at any time during the year. If our
Board of Directors fails to convene a shareholders’ meeting, our statutory independent auditors may call the meeting. In the event
of a bankruptcy the liquidator or the court-appointed agent may also call a shareholders’ meeting in some instances. Any of the
following may request the court to appoint an agent to convene a shareholders’ meeting:
any interested party, including the Workers Committee in the event of emergency;
one or more shareholders holding together more than 5% of the share capital, or certain duly qualified associations of
shareholders who have held their shares in registered form for at least two years and who together hold at least 5% of the
voting rights of our Company; and
majority shareholders in share capital or voting rights after a public tender offer or the acquisition of controlling block of
shares.
Notice of shareholder’s meetings
Annual shareholders’ meetings are called in accordance with French Law for the holders of fully paid-up stock, regardless of the
number of shares they own on the date of the meeting. In accordance with French law, we must announce general meetings at least
30 days in advance by means of a preliminary notice (avis de réunion) published in the Bulletin des annonces légales obligatoires
(the “BALO”). Such preliminary notice is usually first sent to the AMF. The AMF also recommends that the preliminary notice be
published in a newspaper of national circulation in France. It must contain, among other things, the time, date and place of meeting,
the preliminary agenda, a draft of the resolutions to be submitted to the shareholders, a description of the procedures that holders
of bearer shares must follow to attend the meeting and the procedure for voting by mail or by proxy.
At least 15 days prior to the date set for the meeting on first call, and at least six days before any second call, we must send a
final notice (avis de convocation) containing the final agenda and other information for the meeting. A notice must be sent by mail
to all registered shareholders who have held shares for more than one month prior to the date of publication of the final notice in
a newspaper authorized to publish legal announcements in the local administrative department (département) in which we are
registered as well as in the BALO, with prior notice to the AMF.
Typically, shareholders can only vote on matters included in the agenda for the meeting. However, shareholders may vote on the
dismissal of Directors under certain circumstances and on certain miscellaneous matters even if they are not included on the agenda.
Additional resolutions to be submitted for approval by the shareholders at the meeting may be submitted to the Board of Directors
within ten days of the publication of the preliminary notice in the BALO by one or several shareholders holding a specified percentage
of our share capital, by the “Workers Committee (Comité d’entreprise)”, or by a duly qualified association of shareholders who
have held their shares in registered form for at least two years and who together hold at least 5% of our voting rights. The Board of
Directors must submit these resolutions to a vote of the shareholders.
Form 20 - F 2005 - Rhodia
91