2022 Universal Registration Document

Chapter 8 : Annual General Meeting

8.1.1.Ordinary part

Resolutions 1, 2 and 3: Approval of the annual (parent company and consolidated) financial statements for 2022, allocating the company’s net income and setting of the dividend
EXPLANATORY STATEMENT

Having reviewed the Reports of the Board of Directors and the Statutory Auditors, the Annual General Meeting is called on to approve:

  • the parent company financial statements for 2022, with an income statement for 2022 showing net income of €12,343,116,730.68 compared with €3,860,498,991.57 for 2021; and
  • the 2022 consolidated financial statements.

The details of these financial statements are set out in the 2022 Annual Financial Report and the main data included in the package containing the convening notice to the Annual General Meeting.

The Board of Directors proposes to the Annual General Meeting:

  • an ordinary dividend of €6.00 per share, representing an increase of 25% over the dividend for the previous year. The

     rate of distribution of the ordinary dividend (ordinary dividend paid/net income diluted per share excluding non-recurring items, attributable to owners of the Company) would be 53.3% in 2022. Over the last five financial years, this rate was:

  • a preferential dividend of €6.60 per share, corresponding to a 10% increase over the ordinary dividend. The

     preferential dividend will be granted to the shares held in registered form since 31 December 2020 at the latest, and which have continuously remained in registered form until the dividend payment date in 2023. The number of shares eligible for this preferential dividend may not exceed, for the same shareholder, 0.5% of the share capital at the closing date of the previous financial year.

If the Annual General Meeting approves this proposal, the ex-dividend date for the dividends (both ordinary and preferential) will be 26 April 2023 at midnight (Paris time) and they will be paid on 28 April 2023.

The amount of the ordinary dividend and the preferential dividend is eligible for the tax deduction provided for in Article 158.3.2° of the French General Tax Code, which is applicable in the event that an individual beneficiary opts to tax his or her income from movable assets on the progressive scale of income tax.

Year 2017 2018 2019 2020 2021
Rate of distribution 53.4% 54.4% 49.7% 54.8% 54.4%
First resolution: approval of the 2022 parent company financial statements

The Annual General Meeting, voting in accordance with the quorum and majority conditions required for Ordinary General Meetings, having reviewed the Reports of the Board of Directors and the Statutory Auditors, approves the Report of the Board of Directors and the 2022 parent company financial statements, as presented, and the transactions reported in these financial statements and summarised in these Reports, showing net income of €12,343,116,730.68, versus €3,860,498,991.57 for 2021.

Second resolution: approval of the 2022 consolidated financial statements

The Annual General Meeting, voting in accordance with the quorum and majority conditions required for Ordinary General Meetings, having reviewed the Reports of the Board of Directors and the Statutory Auditors, approves the 2022 consolidated financial statements and the transactions included in these financial statements and summarised in these Reports.

Third resolution: allocation of the Company’s net income for 2022 and setting of the dividend

The Annual General Meeting, voting in accordance with the quorum and majority conditions required for Ordinary General Meetings, on the proposal of the Board of Directors, decides to allocate the net income for the 2022 financial year, amounting to €12,343,116,730.68 as follows:

No allocation to the legal reserve which already represents over one-tenth of the share capital -
Amount allocated to shareholders as dividend(1)
(including preferential dividend)
€3,245,474,994.00
Balance that will be allocated to the “Other reserves” item €9,097,641,736.68

(1) Including a primary dividend equal to 5% of the amounts paid up on shares, i.e. the total amount of the share capital.

This amount is calculated on the basis of the number of shares forming the capital at 31 December 2022 and will be adjusted to reflect:

  • the number of shares issued between 1 January 2023 and the date of payment of this dividend following the full vesting of new free shares granted and giving rights to said dividend;
  • the final number of shares eligible for the preferential dividend, taking into account sales or transfers to a bearer account between 1 January 2023 and the date of payment of the dividend.