2005 Annual Report - Touax

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Main shareholders annual report 2005 In a letter dated 15 February 2006, Société Générale Asset Management declared that on 7 February 2006 it had risen above the threshold of 5% of the capital and voting rights of TOUAX and held 288,942 TOUAX shares, representing the same number of voting rights, i.e. 7.436% of the capital and 5.634% of the voting rights, following the legal merger of the UCITS mutual fund Sogeactions Opportunités France with FCP Simbad Actions France, managed by SGAM. In a letter dated 6 March 2006, Société Générale Asset Management declared that on 3 March 2006 it had fallen below the threshold of 5% of the voting rights of TOUAX and held 253,942 TOUAX shares, representing the same number of voting rights, i.e. 6.536% of the capital and 4.952% of the voting rights, following a sale of shares in the market. In a letter dated 24 March 2006, Société Générale declared that on 17 March 2006 it had risen above the threshold of 5% of the voting rights of TOUAX and held, directly and indirectly, through the companies Salvepar, Société Générale and SG Option Europe, 261,166 TOUAX shares, representing the same number of voting rights, i.e. 6.72% of the capital and 5.09% of the voting rights, following a purchase of shares in the market. In a letter dated 6 April 2006, Société Générale declared that on 31 March 2006 it had fallen below the threshold of 5% of the voting rights of TOUAX and held directly and indirectly, through the companies Salvepar, Société Générale and SG Option Europe, 251,928 TOUAX shares, representing the same number of voting rights, i.e. 6.484% of the capital and 4.913% of the voting rights, following a sale of shares in the market. As a result: 2 On 3 March 2006, Société Générale Asset Management held, through funds which it manages, 253,942 TOUAX shares, representing the same number of voting rights, i.e. 6.536% of the capital and 4.952% of the voting rights; 2 On 31 March 2006, Société Générale held, directly and indirectly through the companies Salvepar, Société Générale and SG Option Europe, 251,928 TOUAX shares, representing the same number of voting rights, i.e. 6.484% of the capital and 4.913% of the voting rights. Double voting rights Registered shares held for at least five years by the same shareholder carry double voting rights. Free shares allocated on the basis of old shares carrying double voting rights also benefit from double voting rights. This provision was adopted at the Combined General Meeting of 25 June 1998. Limitation of voting rights The company’s shares carry no limitation of voting rights, except in the cases laid down by law. Employee share scheme TOUAX SCA has no employee share scheme. Breakdown of shares As at 31 December 2005, 34.39% of shares in TOUAX SCA were registered, the remainder being bearer. 35.4% of registered shares are held by non-French residents. Number of shareholders The company does not regularly request reports on identifiable bearer shares and therefore does not know the exact number of shareholders. The most recent such report was produced in September 1999, at which time there were 919 shareholders. At the last combined General Meeting of Shareholders (30 June 2005), 13 shareholders were present and the Chairman of the Board of Directors received 10 proxies. Sundry matters – shareholder agreement In order to take advantage of the Dutreuil Law, Messrs Alexandre, Fabrice and Raphaël Walewski announced the signing of a shareholder agreement dated 16 March 2006. Under the terms of this agreement, the signatories have undertaken to hold for an initial period of two years 1,203,258 shares representing 30.97% of the capital and 45.26% of the voting rights of the company. The undertaking will thereafter be extended automatically for successive periods of one month. There is no form of potential capital other than that described in the notes to the consolidated financial statements Page 46. 44
Own shares held As at 31 December 2005, the company held 4,793 of its own shares. These shares were acquired as part of the repurchase program approved by the AMF on 9 June 2005 under the no. 05-526 in order to: 2stabilize the market price of the company’s shares by systematically intervening against the market trend; 2withdraw shares, subject to a resolution or authorization of the subsequent Extraordinary General Meeting; 2 grant share purchase options to employees or directors of the TOUAX Group. The transactions are summarized in the table below: Declaration by TOUAX SCA of dealings in its own shares between 9 June 2005 and 31 March 2006 Percentage of own capital held directly or indirectly 0.18% Number of shares withdrawn during past 24 months: 0 Number of shares held in portfolio: 6,875 Book value of portfolio: 166,421.80 Market value of portfolio: 170,312.50 The only objective pursued has been that of stabilizing the company’s share price by systematically intervening against the market trend. The treasury stock held by the Group is carried at its acquisition cost as a deduction from shareholders’ equity. The proceeds of the disposal of these securities are credited directly to shareholders’ equity, in such a way that the capital gains or losses do not affect the consolidated result. Liquidity agreement A market-making agreement was entered into by TOUAX SCA and AUREL LEVEN on 22 January 2003. A liquidity syndicate was formed to carry out operations designed to facilitate the listing of TOUAX shares, their liquidity, market-making and the distribution of TOUAX capital. A market-making agreement was entered into by TOUAX SCA and GILBERT DUPONT on 17 October 2005. A liquidity account was opened in order to conduct transactions with a view to promoting their liquidity and stabilizing the price of the TOUAX share. Securities management – pure registered and administered shares CICO Titres provides the share service for TOUAX SCA. This share service involves maintaining a list of pure registered and administered share accounts and handling all the related formalities. Further information can be obtained from CICO Titres, 4 rue des Chauffours, 95014 Cergy-Pontoise, France. Related party transactions There are no transactions conducted by the Group with related parties. annual report 2005 45
Page 1 and 2: 2005 annual report your operational
Page 3 and 4: The message of the general partners
Page 5 and 6: contents Shipping containers 4 Modu
Page 7 and 8: Modular buildings A flexible servic
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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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