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Shareholders’ Meeting
Presentation of the resolutions
Third Resolution
(Allocation of earnings and setting the dividend; option for payment of the dividend in shares)
The Shareholders’ Meeting, deliberating under the conditions required for ordinary shareholders’ meetings as to quorum and majority, on a
proposal from the Board of Directors resolves to allocate the profit for year 2015 which amounts to €830,629,260.99 as follows:
Profit for fiscal year
€830,629,260.99
Allocation to the legal reserve
€(889,221.25)
Retained earnings at December 31, 2015
€5,213,006,730.57
Total distributable profit
€6,042,746,770.31
2015 Dividends paid out of distributable profit
€516,929,555.80
Balance of retained earnings after allocation
€5,525,817,214.51
The amount of retained earnings after tax for
fiscal year 2014 was
Shareholders may opt for payment of the dividend in cash or in new
increased owing to 2014 dividends not paid out
on treasury shares.
shares fromMay 23, 2016 to June 10, 2016 inclusive, by sending their
request to the financial intermediaries that are authorized to pay the
In the case of a variation in the number of shares eligible for a dividend
dividend or, for registered shareholders listed in the issuer-registered
with respect to 738,470,794 shares comprising the share capital as of
accounts held by the Company, to its authorized representative,
December
31, 2015, the total amount of dividends would be adjusted
Société Générale, CS 30812, 44308 Nantes Cedex 03.
as a consequence and the amount allocated to retained earnings
would be determined on the basis of the dividends actually paid.
For shareholders who have not exercised their option by June
10,
2016, the dividend will only be paid in cash.
It is specified, in accordance with current fiscal regulation, that the
total dividend of €516,929,555.80, which represents a dividend of
For shareholders who have not opted for a payment in shares, the
€0.70 per share, before payroll taxes and non final withholding tax of
dividend will be paid in cash on June
21, 2016 after the expiration of
21% provided for in article
117 quater of the French general tax code,
the option period. For shareholders who have opted for a dividend
qualifies, for individuals who are French tax resident, for the tax relief
payment in shares, the settlement and delivery of shares will take place
equal to 40% of the amount of the dividend in accordance with on the same date.
Section
2° of paragraph
3
of article
158 of the French general tax If the amount of the dividends for which the option is exercised does
code.
not correspond to a whole number of shares, shareholders may obtain
The Shareholders’ Meeting, in accordance with article
L. 232-18 of the the immediately higher number of shares by paying the difference in
French commercial code and article
26 of the Articles of Association,
cash on the date they exercise the option, or receive the immediately
noting that share capital has been paid up in full, decide to offer each lower number of shares, with the balance in cash.
shareholder the option to choose for his/her dividend to be paid either:
The Shareholders’ Meeting gives full powers to the Board of Directors,
in cash;
or
●
with the option of sub-delegation to the Chairman of the Board of
Directors, in accordance with the conditions provided for by law, in
in new shares of the Company.
●
order to make the payment of the dividend in new shares, to specify
The new shares, if the option is exercised, will be issued at a price equal
the terms and conditions of application and implementation thereof,
to 90% of the average opening prices listed during the twenty stock to record the number of shares issued pursuant to this resolution and
market trading sessions on Euronext Paris prior to the date of this
to make all requisite amendments to the Articles of Association
Shareholders’ Meeting, less the amount of the dividend that is the concerning the share capital and the number of shares that make up
subject of this resolution and rounded up to the nearest euro cent.
the share capital and, in general, to take all requisite action.
Such issued shares will immediately be entitled to dividends as of
It is recalled in accordance with the law, that the dividends paid on
January
1, 2016 and will be part of the share capital of the Company
each share for the three preceding fiscal years and the income eligible
alongside other shares.
for tax relief under Section
2° of paragraph
3
of article
158 of the
French general tax code per share, were as follows:
Dividends eligible
Dividends non eligible
Fiscal year
Gross dividend paid
for tax relief of 40%
for tax relief of 40%
2012
€0.58
€0.58
-
2013
€0.62
€0.62
-
2014
€0.68
€0.68
-
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2015 REGISTRATION DOCUMENT