Invitation to our General Meeting 2023

Introduction

Hence, a dividend of 2.95 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 523,450,271 shares making up the share capital as of December 31, 2022, 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 be set for May 17, 2023:

  • 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.

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% deduction referred to in article 158-3-2° of the French Tax Code(c)(en euros)
Fiscal year 2019      
Ordinary dividend 1,277,384,888 473,105,514 2.70
Loyalty dividend 36,221,817 134,154,877 0.27
Fiscal year 2020      
Ordinary dividend 1,302,566,991 473,660,724 2.75
Loyalty dividend 35,573,380 131,753,261 0.27
Fiscal year 2021      
Ordinary dividend 1,378,344,007 475,291,037 2.90
Loyalty dividend 39,148,116 134,993,503 0.29
  1. Theoretical values calculated based on the number of shares as of December 31 for each fiscal year.
  2. Number of shares expressed historically as of December 31 for each fiscal year.
    The amounts effectively paid after adjustment were as follows:
    • fiscal year 2019 – ordinary dividend: 1,273,544,632 euros for 471,683,197 shares; loyalty dividend: 36,437,830 euros for 134,954,926 shares;
    • fiscal year 2020 – ordinary dividend: 1,298,589,273 euros for 472,214,281 shares; loyalty dividend: 37,480,931 euros for 138,818,263 shares;
    • fiscal year 2021 – ordinary dividend: 1,372,465,400 euros for 473,263,931 shares; loyalty dividend: 39,396,398 euros for 135,849,648 shares.
    The adjustment especially 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.
  3. Applicable, under certain conditions, when the progressive income tax rate is applied.

Pursuant to the provisions of the articles of association, a loyalty dividend of 10%, i.e. 0.29 euros 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, 2020, and which remain held in this form continuously until May 17, 2023 the dividend payment date.

In accordance with article 117 quater of the French 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 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%.

The total amount of the loyalty dividend for the 149,161,232 shares which have been held in registered form since December 31, 2020, and which remained held in this form continuously until December 31, 2022, amounts to 43,256,757 euros.

The total loyalty dividend corresponding to those of the 149,161,232 shares that cease to be held in registered form between January 1, 2023 and the May 17, 2023 dividend payment date, shall be deducted from the aforementioned amount.