2005 Annual Report - Touax

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Draft resolutions Combined General Meeting of 28 June 2006 I- Within the competence of the Ordinary General Meeting The Ordinary General Meeting may only pass valid resolutions if, on first notice, the shareholders present or represented hold at least one-fifth of the voting shares. Decisions are made on a majority vote. First resolution The General Meeting, having heard a reading of the report of the Management Board, the report of the Supervisory Board and the report of the Chairman of the Supervisory Board as provided for in article L. 225-68 of the Commercial Code in respect of the financial year ending 31 December 2005 and the reports of the Statutory Auditors, approves the annual financial statements as presented, showing a net book profit of €1,193,675. Second resolution The Ordinary General Meeting discharges the Management Board, the Supervisory Board and the Statutory Auditors in respect of the performance of their offices in the 2005 financial year. Third resolution The General Meeting approves the proposals presented by the Management Board and resolves to appropriate the profit as follows: Result for the year 1,193,675.23 € Remuneration of General Partners in accordance with articles of association -122,476.77 € Plus retained earnings 693,928.33 € Profit for distribution 1,765,126.79 € Appropriaton to legal reserve 59,683.76 € Distribution of a dividend of €0.7 to €3,764,919 shares 2,635,443.30 € Deduction from the issue premium -930,000.27 € Total profit distributed 1,765,126.79 € A dividend of €0.70 per share will therefore be distributed in respect of the 3,764,919 shares entitled to dividend. Pursuant to article 93 of law no. 2003-1311 of 30 September 2003, the tax credit is no longer attached to dividends paid from 1 January 2005. Withholding tax also ceased to be payable in respect of dividends paid from that date. In accordance with the legal provisions, and as stated in the management report, the General Meeting notes that the dividends distributed in the last three financial years and the proposed dividend for 2005 were as follows : annual report 2005 (€) 2002 2003 2004 2005 Net dividend 0.60 0.25 0.60 0.70 Tax credit 0.30 0.125 Total revenue 0.90 0.375 0.60 0.70 Number of shares 2,838,127 2,838,127 2,838,127 3,764,919 Dividends 1,702,876 709,532 1,702,876 2,635,443 Repayment of contribution Exceptional dividend 993,344 Total distributed 1,702,876 1,702,876 1,702,876 2,635,443 142
The dividend, which is eligible for the 50% allowance provided for in article 158-3 of the General Taxation Code, will be paid from 7 July 2006 at branches of Crédit Industriel et Commercial. Fourth resolution The General Meeting, having heard a reading of the special report of the Statutory Auditors on the agreements referred to in articles L. 226-10 and L. 225-40 of the Commercial Code, successively approves, in accordance with the final paragraph of article L. 225-88 of the said code, each of the agreements mentioned therein. Fifth resolution The General Meeting, having acquainted itself with the report on the management of the Group included in the management report of the Management Board, the report of the Supervisory Board and the reports of the Statutory Auditors, approves the consolidated financial statements as at 31 December 2005 drawn up in accordance with the provisions of articles L.357-1 ff. of the Commercial Code, as presented, showing a profit of €4,082,559. Sixth resolution The General Meeting authorizes the Management Board, in accordance with article L. 225-209 of the Commercial Code, to acquire a number of shares representing up to 10% of the share capital under the following conditions: Maximum purchase price per share: ......................... €37 Maximum amount:.................................................€14,161,528 In accordance with article L. 225-210 of the Commercial Code, the acquisition of shares of the company must not have the effect of reducing the shareholders’ equity to a sum lower than that of the capital plus non-distributable reserves. The amount of shares acquired must not exceed the reserves, which amounted to €14,512,396 as at 31 December 2005. These shares may be acquired, in one or more transactions, by any means, including, where applicable, over-the-counter trading, sales of blocks of shares or the use of derivative products, with a view to: 2 maintaining liquidity and market activity for the TOUAX SCA share by way of a liquidity agreement in accordance with the professional code of ethics recognized by the Autorité des Marchés Financiers concluded with two investment service providers; 2 granting share purchase options or allocating free shares to employees and directors of the company and/or TOUAX group companies; 2 canceling the shares, subject to a subsequent authorization by the Extraordinary General Meeting. In the context of the first of these objectives, the company’s shares will be purchased on behalf of the Company by an investment service provider acting within the terms of a liquidity agreement and in accordance with the professional code of ethics recognized by the Autorité des Marchés Financiers. In respect of the last of these objectives, authorization must be given by a subsequent Extraordinary General Meeting. These operations can be conducted at any time, including during a public offering period, in accordance with the regulations in force. The present authorization shall take effect once it has been accepted by the present meeting. It is issued for a period of 18 months. It cancels and replaces that granted by the Ordinary General Meeting of 30 June 2005 in its sixth resolution. The General Meeting confers all powers on the Management Board, with the right to sub-delegate such powers, in deciding how the present authorization should be implemented and in determining the terms, in particular adjusting the above-mentioned purchase price should any operation alter the shareholders’ equity, the share capital or the par value of the shares, effecting all orders in the stock market, concluding any agreements, making any declarations, completing any formalities and in general carrying out all necessary actions. Seventh resolution The general meeting sets the total annual directors’ fees allocated to the Supervisory Board at €51,000. This decision, which is applicable to the current year, shall remain in force unless decided otherwise. Eighth resolution Noting that the term of office of Mr Serge BEAU- CAMPS as a member of the Supervisory Board expires on this day, extends his term of office for a period of one year, up to the end of the General Meeting held to decide on the 2006 financial statements. Ninth resolution Noting that the term of office of Mr Thomas M. HAY- THE as a member of the Supervisory Board expires on this day, the General Meeting extends his term of office for a period of one year, up to the end of the General Meeting held to decide on the 2006 financial statements. Tenth resolution Noting that the term of office of Mr Jean-Louis LECLERCQ as a member of the Supervisory Board expires on this day, the General Meeting extends his term of office for a period of one year, up to the end of the General Meeting held to decide on the 2006 financial statements. annual report 2005 143
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2005 Annual Report - Touax

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