2005 Annual Report - Touax

Contents
Responsible persons
Persons responsible for the information
contained in the reference document 14
Declaration by the persons responsible
for the reference document 14
Statutory auditors
Details of the statutory auditors 15
Change of statutory auditors 15
Selected financial information
Selected historical financial information 16
Selected financial information
for intermediate periods 16
Risk factors 17
Dependence factors 17
Risk factors 17
Legal risk – disputes 19
Industrial and environmental risks 20
Insurance – coverage of risks 22
Information concerning the issuer
History and evolution of the company 24
Investments 24
Brief survey of activities 28
Organigram 29
Organigram of the Group 29
Parent-subsidiary relationships 30
Owned real estate, plant and equipment
Tangible and intangible fixed assets 34
Environmental policy 34
Examination of the financial position
and result
Financial position 35
Operating result 35
Cash and capital
Capital of the Group 35
Cash flow 35
Borrowing conditions and financing structure 35
Restriction on the use of capital which has
or could have a significant direct or indirect
influence on the operations of the issuer 35
Expected sources of financing to meet
investment commitments 35
Research and development,
patents and licenses 35
Information on trends
Main trends up to the date
of the registration document 36
Known trend, uncertainty or request
or any commitment or event reasonably
considered liable to have a significant
effect on the current period 36
Profit forecasts or estimates
Main assumptions 37
Report of the statutory auditors – forecasts 38
Administrative, management
and supervisory bodies 39
Remuneration and benefits
Remuneration paid to company officers 39
Pensions and other benefits 40
Operation of the administrative
and management bodies 40
Employees
Composition of the workforce 41
Profit-sharing and stock options 41
Industrial relations policy 41
Employee participation in the capital 41
Main shareholders 42
Related party transactions 45
Financial information concerning
the assets, financial position
and results of the issuer
Consolidated financial statements 46
Statutory auditors 110
Dividend distribution policy 112
Legal and arbitration proceedings 112
Significant change in the financial
or commercial situation 112
Additional information
Share capital 113
Stock market data 114
Provisions of the articles of association 116
Significant contracts 118
Information from third parties,
experts’ statements and declarations
of interest 118
Documents accessible to the public 118
Information on participating interests 118
Reports of the Managers
Management report 119
Special report of the managers concerning options 128
Special report of the Managers on the share
repurchase program 128
Report of the Supervisory Board
and of the Chairman of the
Supervisory Board
Report of the Supervisory Board 130
Report of the Chairman of the
Supervisory Board to the shareholders 131
Report of the Statutory Auditors to the
Partners on the report of the Chairman
of the Supervisory Board concerning
the internal control procedures relating
to the production and processing
of financial accounting information 139
Recent press releases
Press release of 27 January 2006 140
Press release of 13 February 2006 140
Press release of 15 May 2006 141
Draft resolutions 142
Glossary 147
annual report 2005
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