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Management’s discussion and analysis as of December 31, 2015

Parent company financial review

Regulated agreements referred to in article L. 225-38

et seq.

4.6.4

of the French commercial code

We inform you that four new regulated agreements governed by

These regulated agreements will be submitted for approval to the

articles

L.

225-38

et seq.

of the French commercial code were Shareholders’ Meeting.

authorised by the Board of Directors during the past year, as it will be At its meeting on March

9, 2016, the Board of Directors reviewed the

set out in the Statutory Auditors’ special report in accordance with regulated agreements entered into and authorised in previous fiscal

article

L.

225-40 of said code, which must mention any regulated years that were still being carried out in 2015.

agreements authorised during the fiscal year and these have continued

during the fiscal year.

Research and development

4.6.5

The Company does not implement any research and development policy.

Company earnings performance in the last five fiscal years

4.6.6

2015

2014

2013

2012

2011

(in millions of euros)

I – Capital at year-end

Share capital

1,846

1,837

1,810

1,773

1,698

Issue and merger premiums

16,023

15,930

15,672

15,419

15,094

Number of existing ordinary shares

738,470,794 734,913,909 723,984,192 709,214,653 679,336,000

II – Results of operations for the fiscal year

Income before tax, employee profit-sharing and

depreciation, amortization and provisions

626

2,166

1,758

473

582

Income tax

193

238

222

375

404

Employee profit-sharing payable for the fiscal year

Income after tax and employee profit-sharing and

depreciation, amortization and provisions

831

4,440

1,804

5 (1,077)

Distributed income

(1)

517

500

449

411

363

III – Net income per share

Income after tax and employee profit-sharing but before

depreciation, amortization and provisions

1.11

3.27

2.73

1.20

1.45

Income after tax, employee profit-sharing and

depreciation, amortization and provisions

1.13

6.04

2.49

0.01

(1.59)

Net dividend allocated to each share

(1)

0.70

0.68

0.62

0.58

0.52

IV – Employees

Average number of employees during the fiscal year

7

8

9

9

12

Amount of payroll for the fiscal year

21

22

15

19

20

Amount paid as employee benefits for the fiscal year

(social security, social services)

5

7

5

6

6

For 2015, this has been set by the Board of Directors and will be submitted to the Shareholders’ Meeting for approval.

(1)

In 2011, the distributed earnings shown in this table do not include the distribution of Dia shares in the form of a dividend-in-kind on July 5, 2011,

amounting to 2,310 million euros.

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2015 REGISTRATION DOCUMENT