Proposed resolutions and purpose

Hence, providing that the General Meeting convened on May 5, 2020 is not postponed and the prior payment of an interim dividend of 2.70 euros per share is paid, a dividend of 2.70 euros shall be paid to each of the shares conferring entitlement to a dividend, it being specified that in the event of a change in the number of shares conferring entitlement to a dividend compared to the 473,105,514 shares making up the share capital as of December 31, 2019, the overall dividend amount would be adjusted accordingly and the amount appropriated to the retained earnings account would be determined on the basis of the dividend effectively paid.

The dividend payment date will therefore be set for May 13, 2020:

  • for direct registered shares: directly by the Company;
  • for intermediary registered shares, as well as for bearer shares which are registered in shareholder accounts: by the authorized intermediaries to whom the management of these shares has been entrusted.

Pursuant to the provisions of the Articles of Association, a loyalty dividend of 10%, i.e. 0.27 euro per share with a par value of 5.50 euros, shall be granted to shares which have been held in registered form since December 31, 2017, and which remain held in this form continuously until May 13, 2020, the dividend payment date.

The total amount of the loyalty dividend for the 134,154,877 shares which have been held in registered form since December 31, 2017, and which remained held in this form continuously until December 31, 2019, amounts to 36,221,817 euros.

The total loyalty dividend corresponding to these 134,154,877 shares that cease to be held in registered form between January 1, 2020 and the dividend payment date (i.e., May 13, 2020), shall be deducted from the aforementioned amount.

If the General Meeting convened on May 5, 2020 is postponed and an interim dividend of 2.70 euros is paid, no residual ordinary dividend shall be paid and the loyalty dividend of 10%, i.e., 0.27 euro per share with a par value of 5.50 euros, shall be granted to shares which have been held in registered form since December 31, 2017, and which remain held in this form continuously until the date set by the Board of Directors, which shall be after the date on which the General Meeting is actually held.

Under this scenario, the total loyalty dividend corresponding to these 134,154,877 shares that cease to be held in registered form between January 1, 2020 and the payment date of the balance of the loyalty dividend shall be deducted from the aforementioned total loyalty dividend amount.

The dividend distributions made with respect to the last three fiscal years are as follows:


Total amount distributed(a)(in euros)
Number of shares concerned(b)
Dividend distributed eligible in its entirety for the 40% allowance referred to in article 158-3-2° of the French Tax Code(c) (in euros)
Fiscal year 2016



Ordinary dividend

Ordinary dividend

Total amount distributed(a)(in euros)

1,011,076,979

Ordinary dividend

Number of shares concerned(b)

388,875,761

Ordinary dividend

Dividend distributed eligible in its entirety for the 40% allowance referred to in article 158-3-2° of the French Tax Code(c) (in euros)

2.60

Loyalty dividend

Loyalty dividend

Total amount distributed(a)(in euros)

26,595,971

Loyalty dividend

Number of shares concerned(b)

102,292,196

Loyalty dividend

Dividend distributed eligible in its entirety for the 40% allowance referred to in article 158-3-2° of the French Tax Code(c) (in euros)

0.26

Fiscal year 2017



Ordinary dividend

Ordinary dividend

Total amount distributed(a)(in euros)

1,135,253,508

Ordinary dividend

Number of shares concerned(b)

428,397,550

Ordinary dividend

Dividend distributed eligible in its entirety for the 40% allowance referred to in article 158-3-2° of the French Tax Code(c) (in euros)

2.65

Loyalty dividend

Loyalty dividend

Total amount distributed(a)(in euros)

30,459,742

Loyalty dividend

Number of shares concerned(b)

117,152,854

Loyalty dividend

Dividend distributed eligible in its entirety for the 40% allowance referred to in article 158-3-2° of the French Tax Code(c) (in euros)

0.26

Fiscal year 2018



Ordinary dividend

Ordinary dividend

Total amount distributed(a)(in euros)

1,137,972,100

Ordinary dividend

Number of shares concerned(b)

429,423,434

Ordinary dividend

Dividend distributed eligible in its entirety for the 40% allowance referred to in article 158-3-2° of the French Tax Code(c) (in euros)

2.65

Loyalty dividend

Loyalty dividend

Total amount distributed(a)(in euros)

33,416,412

Loyalty dividend

Number of shares concerned(b)

128,524,663

Loyalty dividend

Dividend distributed eligible in its entirety for the 40% allowance referred to in article 158-3-2° of the French Tax Code(c) (in euros)

0.26

(a) Theoretical values calculated based on the number of shares as of December 31 for each fiscal year.

(b) Number of shares expressed historically as of December 31 for each fiscal year.

The amounts effectively paid after adjustment were as follows:

  • fiscal year 2016 – ordinary dividend: 1,005,542,972 euros for 386,747,297 shares; loyalty dividend: 26,025,861 euros for 100,099,466 shares;
  • fiscal year 2017 – ordinary dividend: 1,130,983,210 euros for 426,786,117 shares; loyalty dividend: 29,591,663 euros for 113,814,089 shares.
  • fiscal year 2018 – ordinary dividend: 1,131,698,657 euros for 427,056,097 shares; loyalty dividend: 32,497,215 euros for 124,989,290 shares.

The adjustment arises from the change in the number of treasury shares, from the final determination of the loyalty dividend taking into account shares sold between January 1 and the ex-dividend date, from the exercise of options over this same period and the capital increase reserved for employees.

(c) Applicable, under certain conditions, when the progressive income tax rate is applied.

In accordance with article 117 quater of the French General Tax Code, it is specified that ordinary and loyalty dividends paid to individuals with their tax residence in France are fully subject to the single flat-rate withholding tax of 12.8%. Nonetheless, at the express, irrevocable and global request of the shareholder, these dividends may be subject to the progressive income tax rate and shall therefore be eligible for the 40% allowance referred to in section 2° of paragraph 3 of article 158 of the French General Tax Code, which is applicable under certain conditions. In all cases, these ordinary and loyalty dividends shall also be subject to social contributions at a rate of 17.2%.