2005 Annual Report - Touax

All purchases and sales effected under the program
as referred to above have been conducted for the
purpose of market-making and liquidity of trading
through two liquidity agreements in accordance with
the professional code of ethics recognized by the
AMF.
TOUAX did not use derivative products in its previous
share repurchase program.
3. Objective of the repurchase program
In the context of the new share program, the objectives
pursued by TOUAX will be, in descending order
of priority:
2 market-making and ensuring the liquidity of the
TOUAX SCA share through a liquidity agreement in
accordance with the professional code of ethics
recognized by the AMF concluded with two investment
service providers;
2 granting share purchase options or allocating
shares free to employees and directors of the company
and/or companies of the TOUAX group;
2 canceling shares with subsequent authorization
by the Extraordinary General Meeting.
4. Conditions
The securities which TOUAX proposes to acquire are
exclusively shares.
Article L. 225-209 of the Commercial Code specifies
that the amount of securities held must not exceed
10% of the shares making up the share capital of the
company. The capital of TOUAX comprises 3,885,519
shares as at 6 February 2006.
Having regard to the number of shares held directly
by TOUAX SCA on 30 April 2006, i.e. 5,807 (0.15% of
the capital), the maximum number of shares which
the company would be entitled to purchase would be
382,744.
Since the maximum purchase price is €37 per
share, the maximum amount of the program would
be limited to €14,161,528.
Furthermore, having regard to article L. 225-210 of
the Commercial Code, the amount of the securities
held must not exceed the amount of the free reserves.
The amount of the free reserves (reserves other
than the statutory reserves plus the issue, contribution
and merger premiums and retained earnings) of
TOUAX amounts to €14,512,396 as at 31 December
2005.
In view of the foregoing, the repurchase can currently
only extend to 382,744 shares (9.85% of the
capital), i.e. a maximum amount of €14,161,528, on
the basis of the maximum price of €37.
5. Term of the contract
In accordance with article L. 225-209 of the
Commercial Code and the sixth resolution which will
be submitted to the Combined General Meeting of 28
June 2006, this repurchase program may be implemented
for a period of 18 months with effect from
the date of the Combined General Meeting of 28
June 2006, i.e. no later than 27 December 2007.
annual report 2005
129