2011 Annual report - touax group

18. Main shareholders
18.1. Breakdown in capital and voting rights
There are no categories of shares or securities which do not represent capital. There is no treasury stock (TOUAX SCA shares
held by its subsidiaries). The number of own shares held (TOUAX SCA shares held by TOUAX SCA) is insignificant (see section 18.4
on own shares held).
➜ Distribution of capital and voting rights as of December 31, 2011
Number of % of share Number of % of voting double
shares capital voting rights voting
rights
rights
Alexandre WALEWSKI 532,787 9.31% 947,949 14.83% 415,162
Société Holding de Gestion et de Location 614,256 10.74% 615,006 9.62% 750
Société Holding de Gestion et de Participation 629,214 11,.0% 629,214 9.84%
MAJORITY GROUP TOTAL 1,776,257 31,.5% 2,192,169 34.28% 415,912
SALVEPAR 358,705 6.27% 605,633 9.47%
SOFINA 961,374 16.81% 961,374 15.04%
Public - registered securities 185,179 3.24% 195,642 3.06% 10,463
Public - bearer securities 2,439,234 42.64% 2,439,234 38.15%
TOTAL 5,720,749 100.00% 6,394,052 100.00% 426,375
TOUAX SCA is controlled by the WALEWSKI Family. SHGL
(Société Holding de Gestion et de Location) and SHGP (Société
Holding de Gestion et de Participation) are the two General
Partners of TOUAX SCA and are respectively wholly owned by
Raphaël and Fabrice WALEWSKI.
It should be noted that Alexandre, Fabrice and Raphaël
WALEWSKI, SHGL, and SHGP act in concert.
Salvepar is controlled by Société Générale.
On April 26, 2011 Sofina declared that it had exceeded the
threshold of 15% of the company's capital, holding 867,507
TOUAX shares, representing 15.21% of the capital and 13.60%
of the voting rights. On May 10, 2011 Sofina declared that it
had exceeded the threshold of 15% of the company's voting
rights, holding 960,365 TOUAX shares, representing 16.84% of
the capital and 15.06% of the voting rights. Sofina declared
that it did not plan to take control of the company. Apart from
Sofina, there were no declarations of exceeding of the threshold
in 2011.
To the knowledge of TOUAX, all of the shareholders who holdmore
than 5% of the share capital or voting rights are mentioned in
the table above.
There is no form of potential capital other than the one described
in the notes to the consolidated financial statements in section
20.1 note 21 page 89.
The different types of voting rights are described in section
18.2.
❙ Breakdown in shares
As of December 31, 2011, 54.2% of the shares issued by TOUAX
SCA were registered, and the remainder were bearer shares.
42.53% of registered shares are held by persons residing outside
France.
❙ Number of shareholders
The company does not regularly ask for reports on identifiable
bearer shares and therefore does not know the exact number
of shareholders. The last such report was carried out in
September 1999 and featured 919 shareholders. During the
last Combined General Meeting on June 27, 2011, the chairman
received 7 proxies, 35 shareholders sent postal voting forms,
24 shareholders were present, and the General Partners were
also present.
❙ Shareholders' agreement
There is no agreement providing preferential conditions for the
sale or purchase of shares likely to be transmitted to the French
Financial Markets Authority (AMF). Following the sale of shares
of Fabrice and Raphaël WALEWSKI to the General Partners,
SHGL (Société Holding de Gestion et de Location) and SHGP
(Société Holding de Gestion et de Participation), the shareholders'
agreement (under the Dutreil Law) signed on March 16, 2006
became null and void.
Main shareholders 45