2005 Annual Report - Touax

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
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