2005 Annual Report - Touax

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Main shareholders Breakdown of share capital and voting rights No category of share capital is without ownership. There is no treasury stock (TOUAX SCA shares held by its subsidiaries). The amount of TOUAX SCA shares owned by TOUAX SCA is not significant (cf. section on own shares held). As at 31 December 2005 Number of shares Number of votes % of capital % of vote Alexandre COLONNA WALEWSKI 440,701 856,179 11.71 % 17.10 % Fabrice COLONNA WALEWSKI 419,562 830,087 11.14 % 16.58 % Raphaël COLONNA WALEWSKI 407,402 813,970 10.82 % 16.26 % FCP Simbad Actions France 278,942 278,942 7.41 % 5.57 % Public 2,218,312 2,226,354 58.92 % 44.48 % TOTAL 3,764,919 5,005,532 100.00 % 100.00 % As at 31 December 2005 Number of shares Number of votes % of capital % of vote Alexandre COLONNA WALEWSKI 415,478 830,956 14.64% 20.37% Fabrice COLONNA WALEWSKI 410,526 821,051 14.46% 20.13% Raphaël COLONNA WALEWSKI 406,985 813,970 14.34% 19.95% ALMAFIN 175,999 175,999 6.20% 4.31% Public 1,429,139 1,437,432 50.36% 35.24% TOTAL 2,838,127 4,079,408 100.00% 100.00% As at 31 December 2005 Number of shares Number of votes % of capital % of vote annual report 2005 Alexandre COLONNA WALEWSKI 415,485 830,970 14.64% 20.51% Fabrice COLONNA WALEWSKI 410,526 804,616 14.46% 19.86% Raphaël COLONNA WALEWSKI 406,985 801,076 14.34% 19.78% ALMAFIN 175,999 175,999 6.20% 4.34% Public 1,429,132 1,438,276 50.35% 35.50% TOTAL 2,838,127 4,050,937 100.00% 100.00% 42
As indicated in the above tables, TOUAX SCA is controlled by the Colonna Walewski family. The shares held by Fabrice Colonna Walewski and Raphaël Colonna Walewski have been divided into beneficial ownership and bare ownership. Fabrice Colonna Walewski and Raphaël Colonna Walewski have bare ownership. Alexandre Colonna Walewski has beneficial ownership. The beneficial owner retains the voting rights for the Ordinary General Meeting. The bare owner retains the voting rights for the Extraordinary General Meeting. Thus, Alexandre Colonna Walewski holds 50% of the voting rights for the Ordinary General Meeting. It should be noted that because of the division into beneficial ownership and bare ownership, Alexandre, Fabrice and Raphaël Colonna Walewski act in concert. Shareholders Breakdown of shares by type Number of votes % in OGM % in EGM Number of shares Bare Single Double In Voting In Voting shares ownership ownership Total voting rights voting rights capital rights capital rights Alexandre Colonna Walewski 440,701 440,701 856,179 25,223 415,478 32.63 48.58 11.71 17.10 Fabrice Colonna Walewski 419,562 25,672 393,890 830,087 9,037 410,525 0.68 0.85 11.14 16.58 Raphaël Colonna Walewski 407,402 13,095 393,890 813,970 406,985 0.35 0.52 10.82 16.26 Total majority group 1,267,665 479,468 787,780 2,500,236 34,260 1,232,988 33.66 49.95 33.67 49.95 Treasury stock 4,793 4,793 0.13 0.13 FCP Simbad Actions France 278,942 278,942 278,942 278,942 7.41 5.57 7.41 5.57 Public 2,213,519 2,213,519 2,226,354 2,211,104 7,625 58.79 44.48 58.79 44.48 TOTAL 3,764,919 2,976,722 787,780 5,005,532 2,524,306 1,240,613 100 100 100 100 The existence of independent directors and the establishment of a Supervisory Board as part of the conversion of the company into a partnership limited by shares ensures that control is not exercised in an abusive manner. The Supervisory Board carries out continuous supervision of the management and presents a report to the general meeting on the conduct of the company’s affairs and on the financial statements for the year. Bearer shareholders holding more than 5% of the capital In a letter dated 2 December 2005, Société Générale Asset Management declared that on 28 November 2005 the UCITS mutual fund Sogeactions Opportunités France (formerly SG France Opportunités), which it manages, had risen above the threshold of 5% of the voting rights of TOUAX and held 278,942 TOUAX shares, representing the same number of voting rights, i.e. 7.41% of the capital and 5.57% of the voting rights, following the exercise of equity warrants allocated free of charge by TOUAX to its shareholders. In a letter dated 9 February 2006, Société Générale declared that on 3 February 2006 it had indirectly risen above the threshold of 5% of the capital of TOUAX following the subscription of TOUAX shares by its subsidiary Salvepar as part of a reserved capital increase and that it held indirectly through its subsidiary Salvepar 246,928 shares, representing the same number of voting rights, i.e. 6.355% of the capital and 4.815% of the voting rights. In a letter dated 15 February 2006, Société Générale Asset Management declared that on 7 February 2006 it had fallen below the threshold of 5% of the capital and the voting rights of TOUAX and no longer held any TOUAX securities, following the transfer of the assets of the UCITS mutual fund Sogeactions Opportunités France resulting from the legal merger of this mutual fund with FCP Simbad Actions France. annual report 2005 43
Page 1 and 2: 2005 annual report your operational
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Significant contracts There are no
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The present document was filed with
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Tour Arago. 5 rue Bellini 92806 Put
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2005 Annual Report - Touax

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