2011 Annual report - touax group

Annual report 2011
21.2.4. Strict conditions for altering
shareholders’ rights
Not applicable
21.2.5. Conditions governing General Meetings
Cf. paragraph 21.3 concerning the extract dedicated to General
Meetings on page 108.
21.2.6. Provisions restricting change of control
Cf. paragraph 21.3 page 108.
21.2.7. Crossing of thresholds
See section 21.3 concerning the extract dedicated to exceeding
thresholds on page 108.
21.2.8. Strict provisions restricting changes in
the share capital
Not applicable
21.3. Provisions of the articles
of association (extracts)
Form (Article 1)
The joint-stock company named “TOUAX SGTR-CITE-SGT-
CMTE-TAF-SLM Touage Investissement réunies,” whose head
office is located at Tour Franklin – 23 rd floor - 100-101 Terrasse
Boieldieu – 92042 La Défense cedex, FRANCE, was converted
into a partnership limited by shares under French law, by decision
of the Extraordinary General Meeting on June 30, 2005.
The partners are as follows:
• Firstly, the General Partner(s) named in the present Articles
of Association, who are indefinitely, jointly and severally liable
for the partnership’s debts, i.e.:
• Société Holding de Gestion et de Location, a simplified
joint-stock company (SAS), with a share capital of €37,000,
whose head office is located at 5 rue Bellini, Tour Arago,
Puteaux La Défense, FRANCE, registered on the Nanterre
Registry of Commerce and Companies under reference number
484 322 342, represented by Mr. Raphaël WALEWSKI, born on
October 22, 1966 in Neuilly sur Seine, 92200 FRANCE, residing
at 16 rue du Printemps, Paris 75017 FRANCE, a French citizen.
• Société Holding de Gestion et de Participation, a simplified
joint-stock company (SAS), with a share capital of €37,000,
whose head office is located at 5 rue Bellini, Tour Arago,
Puteaux La Défense, FRANCE, registered on the Nanterre
Registry of Commerce and Companies under reference number
483 911 178, represented by Mr. Fabrice WALEWSKI, born on
October 14, 1968 in Neuilly sur Seine 92200 FRANCE, residing
at 46 avenue de Madrid, Neuilly sur Seine, 92200 FRANCE, a
French citizen.
• And secondly, the holders of shares currently in existence or
that may be created in future, having the capacity of limited
partners, who are referred to in the current Articles of
Association as “the shareholders” or “the limited partners”,
and who are only liable for the partnership’s debts up to the
amount of their capital contribution.
It is hereby stated that the share capital of SHGP (Société Holding
de Gestion et de Participation) is now €7,281,010 and of SHGL
(Société Holding Gestion et de Location) is €7,271,010.
Corporate purpose (Article 2)
The corporate purpose in all countries is:
• to purchase, lease, finance, sell, operate and maintain
any standardized, mobile equipment, including shipping or
storage containers, modular buildings, river barges and
freight railcars,
• to operate river push-towing, towing, haulage, transport and
chartering services on all waterways,
• to design, build, fit out, repair, purchase, sell, operate
directly or indirectly and lease modular and industrialized
buildings, and all industrial, mobile and transportable
equipment in general,
• to acquire holdings in and operate any business or enterprise
of an identical, similar or related nature, whether by forming
new companies, capital contributions, subscribing or purchasing
shares or other rights in such enterprises, by merger, association,
or in any other way,
• to acquire, obtain and sell all types of patents, patents of
addition and licenses of patents and processes,
• to acquire interests of any kind in any industrial, financial
or commercial corporation, any corporation dealing in real
or movable property, in existence now or in the future,
in France or abroad,
• to acquire, operate, build or in any way develop any kind
of land or buildings,
• in general, to carry out any commercial, industrial or financial
transaction involving real or movable property directly or
indirectly related to the above objects which may further the
development of the partnership’s business.
Partners' rights over the profits
(extract from Article 20)
Rights to the partnership’s profits, reserves, and the liquidation
surplus will be allocated as follows:
• a sum shall be deducted from the profit for the fiscal year, less
any losses brought forward, and allocated to the legal reserve.
After this deduction, a sum shall be allocated to the General
Partners equal to a share of the consolidated net earnings
(Group's share) of the partnership, calculated according to the
formula specified in clause is 15.5 of the Articles of Association.
• The remainder of the profit after the above deductions shall
either be distributed as a dividend on all shares or allocated to
one or more non-interest-bearing extraordinary, general or
special reserve funds, as decided by the General Meeting on
the proposal of the management.
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