(Appropriation of 2024 earnings; setting of the dividend)
The General Meeting, deliberating according to the quorum and majority required for Ordinary General Meetings, having noted that, considering the fiscal year 2024 earnings of 1,988,367,232 euros and the retained earnings of 2,928,304,551 euros as of December 31, 2024, distributable earnings for the fiscal year amount to a total of 4,916,671,783 euros, approves the proposals of the Board of Directors regarding the appropriation of earnings. The General Meeting hereby decides to appropriate distributable earnings as follows:
| Legal reserve | 29,558,367 euros |
|---|---|
| Retained earnings | 2,924,911,718 euros |
| Dividend (including the loyalty dividend) | 1,962,201,698 euros |
Hence, a dividend of 3.30 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 578,259,263 shares making up the share capital as of December 31, 2024, 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 will be paid on May 21, 2025:
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) (in euros) |
|
|---|---|---|---|
| Fiscal year 2021 | Fiscal year 2021Total amount distributed(a)(in euros)
|
Fiscal year 2021Number of shares concerned(b)
|
Fiscal year 2021Dividend distributed eligible in its entirety for the 40% deduction referred to in article 158-3-2°of the French Tax Code(c) (in euros)
|
| Ordinary dividend | Ordinary dividend Total amount distributed(a)(in euros)1,378,344,007 |
Ordinary dividend Numberof shares concerned(b) 475,291,037 |
Ordinary dividend Dividend distributed eligible in its entirety for the 40% deduction referred to in article 158-3-2°of the French Tax Code(c)(in euros) 2.90 |
| Loyalty dividend | Loyalty dividend Total amount distributed(a)(in euros)39,148,116 |
Loyalty dividend Numberof shares concerned(b) 134,993,503 |
Loyalty dividend Dividend distributed eligible in its entirety for the 40% deduction referred to in article 158-3-2°of the French Tax Code(c)(in euros) 0.29 |
| Fiscal year 2022 | Fiscal year 2022 Total amount distributed(a)(in euros)
|
Fiscal year 2022 Number of shares concerned(b)
|
Fiscal year 2022 Dividend distributed eligible in its entirety for the 40% deduction referred to in article 158-3-2°of the French Tax Code(c) (in euros)
|
| Ordinary dividend | Ordinary dividend Total amount distributed(a)(in euros)1,544,178,299 |
Ordinary dividend Numberof shares concerned(b) 523,450,271 |
Ordinary dividend Dividend distributed eligible in its entirety for the 40% deduction referred to in article 158-3-2°of the French Tax Code(c)(in euros) 2.95 |
| Loyalty dividend | Loyalty dividend Total amount distributed(a)(in euros)43,256,757 |
Loyalty dividend Numberof shares concerned(b) 149,161,232 |
Loyalty dividend Dividend distributed eligible in its entirety for the 40% deduction referred to in article 158-3-2°of the French Tax Code(c)(in euros) 0.29 |
| Fiscal year 2023 | Fiscal year 2023 Total amount distributed(a)(in euros)
|
Fiscal year 2023 Number of shares concerned(b)
|
Fiscal year 2023 Dividend distributed eligible in its entirety for the 40% deduction referred to in article 158-3-2°of the French Tax Code(c) (in euros)
|
| Ordinary dividend | Ordinary dividend Total amount distributed(a)(in euros)1,678,453,690 |
Ordinary dividend Numberof shares concerned(b) 524,516,778 |
Ordinary dividend Dividend distributed eligible in its entirety for the 40% deduction referred to in article 158-3-2°of the French Tax Code(c)(in euros) 3.20 |
| Loyalty dividend | Loyalty dividend Total amount distributed(a)(in euros)46,502,649 |
Loyalty dividend Numberof shares concerned(b) 145,320,778 |
Loyalty dividend Dividend distributed eligible in its entirety for the 40% deduction referred to in article 158-3-2°of the French Tax Code(c)(in euros) 0.32 |
(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 2021 – ordinary dividend: 1,372,465,400 euros for 473,263,931 shares; loyalty dividend: 39,396,398 euros for 135,849,648 shares; • fiscal year 2022 – ordinary dividend: 1,540,365,457 euros for 522,157,782 shares; loyalty dividend: 42,571,128 euros for 146,796,994 shares; • fiscal year 2023 – ordinary dividend: 1,672,929,059 euros for 522,790,331 shares; loyalty dividend: 47,719,730 euros for 149,124,155 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 the divestiture of shares 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 chosen.
Pursuant to the provisions of the articles of association, a loyalty dividend of 10%, i.e. 0.33 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, 2022, and which remain held in this form continuously until May 21, 2025, 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 163,473,123 shares which have been held in registered form since December 31, 2022, and which remained held in this form continuously until December 31, 2024, amounts to 53,946,131 euros.
The total loyalty dividend corresponding to those of the 163,473,123 shares that cease to be held in registered form between January 1, 2025 and the May 21, 2025 dividend payment date, shall be deducted from the aforementioned amount.
