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2005 Annual Report - Touax

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<strong>Report</strong> of the Supervisory Board<br />

and of the Chairman of the Supervisory Board<br />

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

<strong>Report</strong> of the Supervisory Board<br />

Pursuant to article L. 226-9 of the Commercial Code<br />

we present our report on the annual financial statements<br />

and the consolidated financial statements of<br />

the Group.<br />

The Supervisory Board conducts continuous supervision<br />

of the management of the company. To this end<br />

it has the same powers as the statutory auditors.<br />

The Supervisory Board conducts its supervision fully<br />

independently and receives transparent, complete<br />

and reliable information on the company, in particular<br />

with regard to its accounts, its financial liabilities<br />

and the risks inherent in its activities and its environment.<br />

Through its Chairman, the Supervisory Board participates<br />

in supervisory committees for the various<br />

businesses. The purpose of these committees,<br />

which are prepared by the managers and operating<br />

managements, is to present the strategies pursued<br />

by the businesses, in particular the strategic developments<br />

in the market, the geographic strategy, the<br />

positioning vis-à-vis competitors and progress with<br />

regard to the aforementioned strategies. Their purpose<br />

is also to study the key events of the period in<br />

question.<br />

The Supervisory Board reviews the company financial<br />

statements and consolidated financial statements<br />

of the Group with the aid of its audit<br />

committee. The audit committee currently comprises<br />

the Chairman of the Board (Alexandre Walewski)<br />

and one member (Jean-Louis Leclercq). Alexandre<br />

Walewski has been the Chairman of the Group for 20<br />

years and Jean-Louis Leclercq has been its<br />

Financial Director for a long period. These members<br />

were selected for their experience in the Group.<br />

The report of the managers and the financial information<br />

documents made available to you show the<br />

development of the businesses and the results of the<br />

Group in the <strong>2005</strong> financial year. The report of the<br />

statutory auditors in respect of this financial year<br />

does not give rise to any observation on our part.<br />

The consolidated financial statements show net<br />

attributable profit of €4,082,558 in <strong>2005</strong>, compared<br />

to €3,176,616 in 2004. The consolidated balance<br />

sheet total amounted to €206.2 million in <strong>2005</strong>,<br />

compared to €179.6 million in 2004.<br />

The <strong>2005</strong> financial year was marked by increases in<br />

revenues, net income and earnings per share,<br />

demonstrating the Group’s ability to deliver growth<br />

and reliability in pursuit of its strategy. The key event<br />

in <strong>2005</strong> was the €18 million increase in the capital of<br />

the company. This capital increase enables the<br />

Group to finance the ownership of assets.<br />

The shipping containers business has operated in a<br />

buoyant market in the last two years. Since the<br />

second half of <strong>2005</strong> it has experienced a slowdown,<br />

due mainly to a surplus of equipment leaving manufacturing<br />

plants. Consequently, the Group ordered<br />

and sold fewer containers than in 2004. The market<br />

began to recover in March 2006.<br />

The modular buildings business, which has suffered<br />

particularly in France and the Benelux countries in<br />

the last few years, has been growing since the<br />

second half of <strong>2005</strong>. A particular commercial and<br />

investment effort has been made in France,<br />

Germany, Poland, Spain and the United States. Sales<br />

teams have been recruited and are embarking successfully<br />

on this task.<br />

The river barges business recorded a strong performance<br />

on the Mississippi and the Danube and a<br />

more mixed performance on the Rhine.<br />

The railcars business is benefiting from the liberalization<br />

of the market in Europe and is continuing to<br />

grow with significant investments.<br />

On this basis, the Supervisory Board is in a position<br />

to affirm its confidence in the future of your company<br />

and in your managers. The Board therefore recommends<br />

that the motions submitted for your approval<br />

be carried and that the corresponding resolutions be<br />

adopted.<br />

Puteaux La Défense, 30 March 2006<br />

Alexandre Walewski<br />

Chairman of the Supervisory Board<br />

130

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