2011 Annual report - touax group

29. Draft of resolutions
Ordinary and extraordinary
shareholders’ meeting to be held
on 15 june 2012
On first notice of meeting, the Ordinary General Meeting can
only validly proceed if the shareholders present in person or by
proxy hold at least one fifth of the shares to which voting rights
are attached. Motions pass by simple majority of votes cast.
FIRST RESOLUTION (approval
of the financial statements of
the fiscal year 2011)
The General Meeting, after examining the reports of the
Management Board, the Supervisory Board, the Chairman of
the Supervisory Board, and the Statutory Auditors on the fiscal
year ended December 31, 2011, hereby approves the annual
financial statements for the fiscal year ended December 31,
2011, as presented to the Meeting, showing a net income of
€4,589,884.06.
The General Meeting approves the expenses and charges
not deductible from profits as specified in Article 39-4 of the
General Tax Code amounting to €195,361, as well as a tax
saving of €235,596 resulting from the fiscal integration.
SECOND RESOLUTION (approval of
the consolidated statement of the
fiscal year 2011)
The General Meeting, after examining the reports of the
Management Board, the Supervisory Board, the Chairman of the
Supervisory Board and the Statutory Auditors, approves the
consolidated financial statements for the fiscal year ended
December 31, 2011, as presented to the Meeting, as well as the
transactions reflected in these statements showing a profit
of €13,434,318.
THIRD RESOLUTION (discharge)
The General Meeting grants discharge to the Management Board,
the Supervisory Board and the Statutory Auditors for the
performance of their mandates for the 2011 fiscal year.
FOURTH RESOLUTION (allocation
of net profit and distribution
of dividend)
The General Meeting, approving the recommendation of the
Management Board, decides to allocate and appropriate the
distributable profit as follows:
Net profit of the 2011 fiscal year 4,589,884.06 €
Less General Partners' statutory compensation -980,514.82 €
Less the allocation for the legal reserve -229,494.20 €
Increased by the positive retained earnings 66,860.38 €
For a total of distributable profit of 3,446,735.42 €
and decides to distribute a total amount of €1 per share 5,911,817.00 €
given that:
An interim dividend has been paid out for 2 857,250.00 €
The balance of the dividend of €0.50 if set for 3,054,567.00 €
And decides to allocate the balance to the retained earnings 195,236.07 €
Total amount of the 2011 dividend distributed, i.e. 5,911,817.00 €
will be distributed as follows:
- €0.55 per share to be paid out of the distribuable 2011 profit, for 3,251,499.35 €
- €0.45 per share to be paid out of the share premium, for 2,660,317.65 €
The General Meeting sets the net dividend for the 2011 fiscal
year at €1 per share. The balance of the 2011 dividend to be
distributed amounts €0.50 per share after an interim dividend
of €0.50 per share has been paid out on January 10, 2012.
It is stated that the maximum number of shares entitled to the
dividend for the 2011 fiscal year, i.e. shares with dividend rights
on January 1, 2011, amounts to 6,109,134 shares, corresponding
to the number of shares comprising the capital of the
company on December 31, 2011, i.e. 5,720,749 shares, increased
by the maximum number of shares to be created by the
exercise of warrants and redeemable warrants issued by the
company, up to the ex-dividend date.
If at the time of the Shareholders’ meeting, the Company holds
any of its own shares, or warrants or redeemable warrants are
not exercised, then the unpaid dividend for those shares shall
be allocated to retained earnings.
As a result of the distribution of part of the share premium, the
General Meeting grants all powers to the Management Board
Draft of resolutions 143