2005 Annual Report - Touax

Reports of the Managers
annual report 2005
Special report of the managers
concerning options
2005 financial year
In accordance with the provisions of article L.225-
184 of the Commercial Code, we inform you that no
option to subscribe or purchase TOUAX shares was
granted during the 2005 financial year.
2 We would remind you that your Combined General
Meeting of 6 June 2000 authorized the Board of
Directors, for a period of five years expiring on 5
June 2005, to grant subscription options to the
members of the personnel of the companies of the
Group. (11th resolution).
In the context of this authorization, 16,200 subscription
options, each conferring the right to subscribe
one new TOUAX share, were granted on 6 June 2000
to 15 beneficiaries at a price of €31.80 per share,
equivalent to 95% of the average of the last 20 prices
quoted prior to the grant date.
After a blocking period of five years, these subscription
options have been exercisable since 5 June 2005
for a period of three years ending on 6 June 2008
inclusive. Having regard to the departure of certain
beneficiaries from the Group and the adjustment of
the exercise price following the capital increase by
the free allocation of shares in 2001 and the capital
increase in cash by the subscription of equity warrants,
the number of subscription options remaining
in circulation as at 31 December 2005 was 8,700 for
eight beneficiaries, i.e. 0.23% of the share capital on
that date, and the exercise price was €26.18.
2 Furthermore, 11,001 subscription options, each
conferring the right to subscribe one new share,
were granted on 24 June 2002 by your Combined
General Meeting to 14 beneficiaries at a price of
€14.34 per share, equivalent to the average of the
last 20 prices quoted on the 20 trading sessions prior
to the grant date.
These purchase options may only be exercised after
the end of a four-year blocking period, for a period of
four years commencing on 30 June 2006 and ending
on 30 June 2010 inclusive. Having regard to the
departure of certain beneficiaries from the Group
and the adjustment of the exercise price following
the capital increase in cash effected in November
2005, the number of subscription options remaining
in circulation as at 31 December 2005 was 9,900 for
13 beneficiaries, i.e. 0.26% of the share capital on
that date, and the exercise price was €14.16.
A resolution delegating to the Management the
authorizations necessary in order, if applicable, to
grant options to subscribe new TOUAX shares, valid
for a period of 38 months, will be submitted for
authorization by the Combined General Meeting of
28 June 2006 (15th resolution).
Special report of the Managers
on the share repurchase program
Pursuant to article 241-2 of the general regulations
of the AMF, the present document constitutes the
description of the repurchase program which will be
submitted for authorization by the Combined
General Meeting of 28 June 2006.
1. Date of the general meeting of shareholders
convened to authorize the repurchase
program
The repurchase program will be submitted for the
approval of the combined general meeting of TOUAX
on 28 June 2006.
2. Review of the previous repurchase program
The previous share repurchase program was authorized
by the Combined General Meeting of 30 June
2005 and was the subject of an Information Note
approved by the AMF on 9 June 2005 under the number
5-526. The program was implemented solely to
conduct operations for the purpose of marketmaking
and liquidity. These operations were
conducted under two liquidity agreements, one
concluded on 22 January 2003 with the investment
service provider AUREL LEVEN and the other
concluded on 21 November 2005 with the investment
service provider GILBERT DUPONT.
Summary of transactions effected by the company in its own shares from
1 June 2005 to 30 April 2006
Declaration by TOUAX SCA of transactions effected in its own shares from 9 June 2005 to 30 April 2006
Percentage of capital held directly and indirectly 0.15%
Number of shares cancelled in 24 months: 0
Number of shares held in portfolio: 5,807
Book value of portfolio: 144,536.73
Market value of portfolio: (1) 145,175.00
(1) On the basis of the closing price on 30 April 2006.
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