2023 universal registration document

8.1.1 Ordinary part

8.1 Draft resolutions and Report of the Board of Directors to the Ordinary and Extraordinary General Meeting to be held on Tuesday 23 April 2024

8.1.1 Ordinary part

8.1.1. Ordinary part

Resolutions 1, 2 and 3: Approval of the annual (parent company and consolidated) financial statements for 2023, allocating the company’s net income and setting 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 2023, with an income statement showing net income of €3,826,295,624.92 in 2023, compared with €12,343,116,730.68 for 2022; and
  • the 2023 consolidated financial statements.

The details of these financial statements are set out in the 2023 Annual Financial Report and the main data included in the package containing the notice convening the Annual General Meeting.

The Board of Directors proposes to the Annual General Meeting:

  • an ordinary dividend of €6.60 per share, representing an increase of 10% over the dividend for the previous financial 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 54.64% in 2023. Over the last five financial years, this rate was:

Year 2018 2019 2020 2021 2022
Rate of distribution

Rate of distribution

2018

54.4%

Rate of distribution

2019

49.7%

Rate of distribution

2020

54.8%

Rate of distribution

2021

54.4%

Rate of distribution

2022

53.3%

  • a preferential dividend of €7.26 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 2021 at the latest, and which continuously remain in registered form until the dividend payment date in 2024. The number of shares eligible for this preferential dividend may not exceed, for the same shareholder, 0.5% of the share capital.

If the Annual General Meeting approves this proposal, the ex-dividend date for the dividends (both ordinary and preferential) will be 26 April 2024 at zero hour, Paris time, and they will be paid on 30 April 2024.

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.

First resolution: approval of the 2023 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 financial year 2023 parent company financial statements, as presented, and the transactions reported in these financial statements and summarised in these Reports, showing net income of €3,826,295,624.92 versus €12,343,116,730.68 for financial year 2022.

Second resolution: approval of the 2023 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 financial year 2023 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 financial year 2023 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 2023 financial year, amounting to €3,826,295,624.92 as follows:

No charge to the legal reserve which already represents over one-tenth of the share capital -
Amount allocated to shareholders as dividend Including a primary dividend equal to 5% of the amounts paid up on shares, i.e. the total amount of the share capital. (including preferential dividend) Amount allocated to shareholders as dividend Including a primary dividend equal to 5% of the amounts paid up on shares, i.e. the total amount of the share capital. (including preferential dividend)

-

€3,564,018,999.42
Balance that will be allocated to the “Other reserves” item Balance that will be allocated to the “Other reserves” item

-

€262,276,625.50

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