2011 Annual report - touax group

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Annual report 2011 ➜ Changes in the shareholding Shareholders 31/12/10 31/12/09 31/12/08 % of % of % of % of % of % of shares capital * voting rights * shares capital * voting rights * shares capital * voting rights * Alexandre WALEWSKI 9.35% 15.48% 9.37% 15.53% 11.30% 18.43% Fabrice WALEWSKI 0.43% 0.72% Raphaël WALEWSKI 0.31% 0.54% SHGL 10.78% 10.05% 10.78% 10.04% 9.77% 8.93% SHGP 11.05% 10.28% 10.98% 10.23% 9.70% 8.86% TOTAL GROUPE MAJORITAIRE 31.18% 35.81% 31.13% 35.80% 31.51% 37.48% Auto détention 0.07% 0.07% 0.16% 0.16% 0.32% 0.32% SALVEPAR 6.30% 5.86% 6.31% 5.88% 6.38% 5.83% SOFINA 13.79% 12.83% 13.81% 12.87% Public 48.66% 45.43% 48.59% 45.29% 61.79% 56.37% TOTAL 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % * To the knowledge of TOUAX TOUAX SCA does not have an employee shareholding scheme. 18.2. Various voting rights ➜ Double voting rights Double voting rights are granted for registered shares held at least five years by the same shareholder. Furthermore, free shares allocated on the basis of old shares with double voting rights also feature double voting rights. This clause is stipulated in the company’s Articles of Association. ➜ Limitation of voting rights The company’s shares do not have any limitation of voting rights, except where stipulated by law. 18.3. Description of the type of control The TOUAX Group is a partnership limited by shares which by nature is controlled by the general partners. It has two general partners: SHGP (Société Holding de Gestion et de Participation) and SHGL (Société Holding de Gestion et de Location). These two companies belong respectively to Fabrice and Raphaël WALEWSKI. Furthermore, Alexandre WALEWSKI, Fabrice WALEWSKI, Raphaël WALEWSKI, SHGP and SHGL acted in concert in 2011, as they have since 2005. This alliance is a de facto alliance that was established in 2005 during the conversion into a partnership limited by shares under French law. In total, on December 31, 2011 this alliance held 31.05% of the shares and 34.28% of the voting rights. 18.4. Treasury shares As of December 31, 2011, the company held 6,774 of its ownshares, i.e. 0.12% of the capital. These shares were acquired following the stock redemption programme decided by the Combined General Meeting of June 27, 2011, in order to: • ensure market stabilization and liquidity of the TOUAX SCA share through a liquidity agreement, compliant with the code of ethics recognized by the AMF, and entered into with an investment services provider; • grant either share purchase options or shares for no consideration to the employees and/or management of the TOUAX Group; • agree to hedge securities giving the right to grant company shares within the scope of current regulations; • retain the shares bought, and use them later for trading or as payment in connection with external growth operations, it being stated that the shares acquired for this purpose cannot exceed 5% of the share capital; • cancel the shares. By complying with the practices for corporate governance recommended by AFEP/MEDEF, the Group avoids abusive control. Particularly, the presence of independent members within the Supervisory Board, as well as the Supervisory Board's operational rules ensure that control is not exercised in an abusive manner. The Supervisory Board provides continuous management control and reports to the general meeting on the conduct of the company’s affairs and the financial statements for the year. 46
The transactions are summarized in the following 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 The sole objective was market-making and the liquidity of TOUAX shares. The treasury stock held by the Group is registered at its acquisition cost as a deduction from shareholders’ equity. Gains from the disposal of these shares are stated directly as an increase in shareholders’ equity, such that capital gains or losses do not affect the consolidated earnings, in accordance with accounting standards. A description of the new stock redemption programme (in accordance with Article 241-2 of the General Regulations of the AMF) submitted for authorization by the General Meeting of June 15, 2012 is given in point IV of the management report section 26.1 page 111. ➜ Securities management - pure registered and administered shareholders CM-CIC Securities provides the share service for TOUAX SCA. The share service involves keeping a list of pure registered and administered share accounts and managing all associated formalities. Further information can be obtained from CM-CIC Securities – 6, avenue de Provence–75441 PARIS cedex 09 (France). ➜ Liquidity agreement TOUAX SCA and GILBERT DUPONT entered into a market-making agreement on October 17, 2005. A liquidity account was created for transactions in order to improve the liquidity of the TOUAX share. 19. Related parties transactions The Group has not entered into any significant transactions with related parties other than those described in the notes to the consolidated financial statements in section 20.1 note 27 page 95 (see the Statutory Auditors' report on regulated agreements and commitments, section 20.3.2 page 103). Related parties transactions 47
Page 1 and 2: 2011 ANNUAL REPORT YO U R O P E R A
Page 3 and 4: Shipping containers N°1 in Europe
Page 5 and 6: 2011 Report Our four business divis
Page 7 and 8: 2011 Report SHIPPING CONTAINERS Glo
Page 9 and 10: 2011 Report MODULAR BUILDINGS A cut
Page 11 and 12: 2011 Report FREIGHT RAILCARS In Jul
Page 13 and 14: RIVER BARGES 2011 Report A range of
Page 15 and 16: Freight railcars France (technical
Page 17 and 18: 2011 Report 1. diversification of i
Page 19 and 20: Contents 1. Persons responsible . .
Page 21 and 22: 2. Statutory auditors 2.1. Statutor
Page 23 and 24: 4. Risk factors TOUAX has reviewed
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Page 33 and 34: Breakdown by business of net capita
Page 35 and 36: In the medium-term, the Group seeks
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Page 45 and 46: Rules for distributing attendance f
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Page 51 and 52: Consolited income statement present
Page 53 and 54: Changes in consolidated Share Premi
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Page 57 and 58: ➜ note 1.2. Estimates Drawing up
Page 59 and 60: Accordingly, as the Group does not
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Page 69 and 70: note 3. Segment information ➜ not
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Page 73 and 74: December 31, 2009 Shipping Modular
Page 75 and 76: Notes regarding the Income Statemen
Page 77 and 78: note 10. Net distributions to inves
Page 79 and 80: ❙ note 13.1.2. Reconciliation bet
Page 81 and 82: Notes concerning the balance sheet
Page 83 and 84: note 18. Financial instruments ➜
Page 85 and 86: ➜ Fair value of financial instrum
Page 87 and 88: At December 31, 2009 Types of finan
Page 89 and 90: Clauses requiring the Group to be c
Page 91 and 92: note 20. Other current assets (€
Page 93 and 94: note 24. Other long-term liabilitie
Page 95 and 96: Hedging of interest rate risk The G
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(€ thousands) Shipping Modular Ri
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Management of Modul Finance I EIG
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Gold Container’s leasing of the T
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20.3.2. Special report of the Statu
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21. Additional information 21.1. Sh
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21.2.3. Trading levels over the las
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The General Meeting may also decide
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26. Reports of the managing partner
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➜ Results Variation (€ thousand
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Modular Buildings: The leasing and
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➜ TOUAX SCA term of payment In ac
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➜ Shareholders A list of the shar
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Shipping Modular River Freight Corp
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IV. Other resolutions submitted to
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This authorization will be granted
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27. report of the supervisory board
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It should be noted that, in order t
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❙ 1.4. Supervisory Board 1.4.1. C
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Other corporate offices held: Vice-
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➜ 2.1.3. Components of internal c
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❙ Charges and trade accounts paya
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28. Recently released information 2
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➜ Modular Buildings: the revenue
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29. Draft of resolutions Ordinary a
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TENTH RESOLUTION (renewal of a memb
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FIFTEENTH RESOLUTION (authorization
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10. Cash and capital . . . . . . .
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Notes . . . . . . . . . . . . . . .
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Tour Franklin, 23 ème étage 100-1
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2011 Annual report - touax group

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