2005 Annual report - Virbac

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94 Resolutions put to the General ordinary and extraordinary shareholders meeting of 29 June 2006 I - Within the competence of the General ordinary shareholders meeting First resolution The General meeting, ruling under the conditions of quorum and majority required for General ordinary meetings, having heard the report of the Executive board, the report of the Supervisory board, the report of the Chairman of the Supervisory board on internal control and the report of the Statutory auditors, approves the annual financial statements for the year ended 31 December 2005 as presented and the transactions recorded in the financial statements or summarised in the reports. The General meeting also approves the expenditure incurred during the year ended 31 December 2005 that comes within the scope of article 39-4 of the French General Tax Code (code général des impôts). Such expenditure amounted to €44,210. Accordingly, the General meeting gives the members of the Executive board full discharge in respect of the performance of their duties for the said financial year. Second resolution The General meeting, ruling under the conditions of quorum and majority required for General ordinary meetings, having heard the report of the Executive board, the report of the Supervisory board and the report of the Statutory auditors for the year ended 31 December 2005, approves the consolidated financial statements for said financial year, as presented. The General meeting also approves the transactions recorded in the financial statements or summarised in the reports. Third resolution The General meeting, ruling under the conditions of quorum and majority required for General ordinary meetings, decides to allocate the net profit for the year of €15,821,047 as follows: - Net income for the year €15,821,047 - Increased by retained earnings brought forward of €12,276,727 - Forming distributable profit of €28,097,774 - Dividend distribution €5,664,329 - Retained earnings carried forward €10,156,718 ------------------- Total, equal to the net income of the year €15,821,047 The dividend allocated to each share with a nominal value of €1.25 amounted to €0.65. Dividends will be paid on 27 July 2006. The meeting decides that, in accordance with the provisions of article L.225-210 of the French Code de commerce, the amount of the dividends in respect of the treasury shares held as at the date of payment will be allocated to retained earnings. This dividend is eligible for the 40% reduction specified by article 158-3 2 of the French General Tax Code for individual shareholders domiciled in France.
95 As required by law, details of the dividends paid in respect of the preceding three financial years are provided in the table below: Year Net dividend Tax credit Total income Amount paid 2002 €0.63 €0.32 €0.95 €5,234,220.18 2003 €0.48 €0.24 €0.72 €3,988,153.92 Exercice Net dividend Income paid Income paid Amount paid eligible for the not eligible for the 50% reduction 50% reduction 2004 €0.55 €0.55 None €4,617,723.00 Fourth resolution The General meeting, ruling under the conditions of quorum and majority required for General ordinary meetings, having heard the special report of the Statutory auditors on agreements subject to articles L.225-86 et seq. of the French Code de commerce, approves the report and the agreements referred to therein. Fifth resolution The General meeting, ruling under the conditions of quorum and majority required for General ordinary meetings, ratifies the provisional appointment, made by the Supervisory board at its meeting on 16 December 2005, of ASERGI, whose registered office is at 26 Bis, rue du Regard, 92380 Garches, France, represented by Mr Pierre Madelpuech, whose address is 26 Bis, rue du Regard, 92380 Garches, France, as a member of the Supervisory board to replace Mr Pierre Madelpuech. ASERGI will perform its duties for the remainder of its predecessor’s term of office, that is until the close of the General meeting called to approve the financial statements for the year ended 31 December 2009. Sixth resolution The General meeting, ruling under the conditions of quorum and majority required for General ordinary meetings, ratifies the provisional appointment, made by the Supervisory board at its meeting on 4 April 2006, of Mrs Marie-Hélène Dick, whose address is 26 Bis, rue du Regard, 92380 Garches, France, as a member of the Supervisory board to replace Investec. Mrs Marie-Hélène Dick will perform her duties for the remainder of her predecessor’s term of office, that is until the close of the General meeting called to approve the financial statements for the year ended 31 December 2009. Seventh resolution The General meeting, ruling under the conditions of quorum and majority required for General ordinary meetings, resolves, for the current year, to set at €91,500 the total amount of attendance fees to be allocated by the Supervisory board between its members. Eighth resolution The General meeting, ruling under the conditions of quorum and majority required for General ordinary meetings, having acquainted itself with the report of the Executive board, authorises the Executive board, with the option of sub-delegation, in accordance with articles L.225-209 et seq. of the French Code de commerce, to purchase the Company’s shares up to a limit of 5% of the Company’s share capital on the date of this meeting.
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2005 Annual report Passionate about
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Bringing our expertise and care to
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1 Contents A message from the Chair
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3 Éric Marée Chairman of the Exec
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5 Breakdown of shareholders in term
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7 In 2005, 30% of sales were genera
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9 Cash flow (in € million) 39.9 2
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11 • A new freeze-dryer with a ca
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13 Finance and stock market Share p
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2005 Annual Report 16 Innovation Mo
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2005 Annual Report 18 The customer
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20 2005 Annual Report The Virbac-Pa
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2005 Annual Report 22 Industrial co
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2005 Annual Report 24 Human resourc
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2005 Annual Report 26
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29 Management report 2005 Virbac sa
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31 ❖ Equine Equine products close
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33 ❖ In Portugal 2005 sales at Vi
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35 Acquisitions and disposals Virba
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37 Consolidated balance sheet and f
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39 A resolution will be submitted f
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41 - Member of the Management board
Page 47 and 48: 43 ◆ Investors and analysts are w
Page 49 and 50: 45 ◆ checking air emissions, ◆
Page 51 and 52: 47 Virbac in France Workforce Virba
Page 53 and 54: 49 Report of the Chairwoman of the
Page 55 and 56: 51 financial information, execution
Page 57 and 58: 53 This organisation, put in place
Page 59 and 60: 55 the recognition of transactions
Page 61 and 62: 57 The Industrial operations depart
Page 63 and 64: 59 Consolidated financial statement
Page 69 and 70: 65 Translation of financial stateme
Page 71 and 72: 67 Inventories and work-in-progress
Page 73 and 74: 69 In the case of exchange rate hed
Page 75 and 76: 71 Notes to the consolidated financ
Page 77 and 78: 73 Property, plant and equipment by
Page 79 and 80: 75 Note B7 - Deferred income tax As
Page 81 and 82: 77 Note B12 - Employee benefits (
Page 83 and 84: 79 Note R1 - Sales Sales breakdown
Page 85 and 86: 81 Note R6 - Breakdown of net incom
Page 87 and 88: 83 Note A4 - Composition of Virbac
Page 89 and 90: 85 Note A10 - Consolidation scope a
Page 91 and 92: 87 Transition to IFRS Consolidated
Page 93 and 94: 89 Transition to IFRS LIABILITIES A
Page 95 and 96: 91 Transition to IFRS Breakdown of
Page 97: 93 Supervisory board report The Exe
Page 101 and 102: 97 ❖ to record the finalisation o
Page 103 and 104: 99 Index Page 5 ◆ Shareholder str
Page 105: Virbac 13 ème rue LID - BP 27 0651
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2005 Annual report - Virbac

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