2011 Annual report - touax group

Annual report 2011
• Belgian citizen,
• Non-independent member, linked to the Sofina group,
shareholder holding over 10% of the capital.
Mrs Sophie SERVATY is an executive assistant at SOFINA.
Other corporate offices held: director of Capital-E NV.
Mrs Sophie SERVATY held 250 TOUAX SCA shares on December
31, 2011.
It is stated that, in accordance with the law, the General Partners
who are shareholders cannot take part in the vote to renew the
terms of office of the members of the Supervisory Board.
We propose that you allocate attendance fees to the members
of the Supervisory Board for a total of €63,000.
➜ Renewal of the authorization to carry out a
stock redemption programme (13 th resolution)
and authorization to cancel securities
(15 th resolution)
We propose that you renew the programme to authorize the
buyback of shares in our company.
It should be noted that this programme only concerns TOUAX
shares listed for trading on Compartment C of the NYSE
Euronext Paris regulated market, ISIN FR0000033003.
The previous stock redemption programme was authorized by
the Ordinary General Meeting of June 27, 2011 and has been
reported on half-yearly to the AMF. The purpose of the
programme was to:
• carrying out market making and ensuring the liquidity of the
TOUAX SCA share through a liquidity agreement with an
investment services provider, in accordance with the Code of
Practice recognized by the French Financial Markets Authority
(AMF);
• granting stock options and/or allotting bonus shares to
employees and managers of the company and/or of TOUAX
Group companies;
• granting coverage for securities that entitle the holder to
receive shares in the partnership under the regulations
currently in force;
• keep the shares bought, and use them later for trading or as
payment in possible corporate acquisitions, though the shares
acquired for this purpose may not exceed 5% of the share
capital;
• cancel the shares.
The scheme was set up for the sole purpose of conducting
transactions so as to enhance activity and liquidity in the market
for the shares. These purchase and sale transactions were
carried out via a liquidity agreement concluded on October 17,
2005 in accordance with the code of ethics approved by the
AMF, with the investment services provider GILBERT DUPONT.
At December 31, 2011 the company held 6,774 treasury shares,
as shown in the following summary table:
Declaration by TOUAX SCA of transactions in own shares from June 27, 2011 to February 29, 2012
Percentage of the share capital held directly or indirectly 0.08%
Number of shares cancelled during the past 24 months
Number of securities held in the portfolio 4,819
Book value of the portfolio (€) 117,424.11
Market value of the portfolio (€) 122,836.31
124
TOUAX has not used derivatives in connection with its previous
share buyback scheme.
The renewal of this programme is in line with Articles L. 225-209
of the French Commercial Code and will be submitted to the
General Meeting of Shareholders on June 15, 2012 (13 th resolution).
The General Meeting will also discuss the authorization to cancel
shares (15th resolution).
Our company wants to implement this stock redemption
programme with the same aims as those adopted by the General
Meeting of June 27, 2011.
Regarding the aim of liquidity of its share, the company's shares
will be bought on its behalf by an investment services provider
acting under a liquidity agreement and in accordance with
the code of ethics approved by the French Financial Markets
Authority (AMF).
These shares may be acquired, sold, transferred or exchanged
on one or more occasions, by any means including, where
appropriate, by private agreement, block sale of holdings or the
use of derivatives. These transactions may be carried out at any
time, including during a public offering, subject to the regulations
in force.
The programme concerns the possibility of buying back a maximum
of 10% of the share capital under the following conditions:
• Maximum purchase price per share:
60 EUR
• Maximum amount:
34,371,804 EUR
• Length of the programme: 18 months from the authorization
granted by the Ordinary General Meeting on June 15, 2012, i.e.
until December 14, 2013.
You are also asked to authorize the Management Board
to reduce the share capital, on one or more occasions, by a
maximum of 10 % of the share capital per period of twenty-four
months, by cancelling some or all of the treasury shares acquired
under the stock redemption programme adopted by the
company's shareholders at the present General Meeting, or at
a previous or subsequent General Meeting.