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2005 Annual Report - Touax

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time as the dividend paid to the shareholders, and,<br />

failing that, within sixty (60) days of the general meeting<br />

in which the company grants its approval.<br />

Members of the Supervisory Board<br />

(extract from article 12 “Supervisory Board”)<br />

The members of the Supervisory Board shall be<br />

appointed by the Ordinary General Meeting for a<br />

period of one year (article 12.1)<br />

Each member of the Supervisory Board must hold at<br />

least 250 shares in the company (article 12.2).<br />

General meetings<br />

(extract from article 18 “meetings<br />

of shareholding limited partners”)<br />

The provisions applicable to meetings of shareholding<br />

limited partners shall be those provided for by<br />

the law for limited companies.<br />

General meetings shall be convened at the registered<br />

office or in any other place indicated in the notice<br />

of meeting by the Management, the Supervisory<br />

Board or, failing that, by the auditors (article 18.2<br />

“convening of meetings – agenda”)<br />

Except in cases expressly provided for by law, all<br />

shareholders shall be entitled to attend general<br />

meetings and take part in deliberations in person or<br />

through a representative, on production of proof of<br />

identity and ownership of his bearer shares: the<br />

period in which these formalities must be completed<br />

expires three days before the date of the meeting.<br />

(article 18.3 “admission – holding of meetings”).<br />

Double voting rights attached to existing shares<br />

prior to the conversion of the company into a partnership<br />

limited by shares shall be maintained.<br />

In addition, in the event of a capital increase through<br />

the incorporation of reserves, profits or issue premiums,<br />

the double voting right shall be granted,<br />

from the date of issue, to registered shares issued<br />

free of charge to a shareholder on the basis of old<br />

shares for which he benefits from this right. (extract<br />

from article 9.4)<br />

Identifiable bearer shares<br />

The company may at any time request SICOVAM to<br />

identify the holders of bearer shares.<br />

Amendment of articles of association<br />

The general meeting which met on an extraordinary<br />

basis on 30 June <strong>2005</strong> modified the legal form of the<br />

company, converting the limited company TOUAX SA<br />

into a partnership limited by shares bearing the<br />

name TOUAX SCA.<br />

Article 6 “Share capital” of the articles of association<br />

was amended on 7 October <strong>2005</strong>, 28 November <strong>2005</strong><br />

and 6 February 2006.<br />

Exceeding of thresholds<br />

Only the exceeding of legal thresholds must be respected.<br />

Voting right (extract from article 9<br />

“rights attached to each share”)<br />

A double voting right shall be allocated to all fully<br />

paid-up shares for which proof is provided of registration<br />

in the name of the same shareholder for at<br />

least the previous five years.<br />

annual report <strong>2005</strong><br />

117

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