Derichebourg // 2020-2021 Universal Registration Document
6
Capital and shareholder structure Combined General Meeting of January 27, 2022
Draft resolutions 6.8.2 Ordinary resolutions First resolution Approval of the annual financial statements for the fiscal year ended September 30, 2021 The General Meeting, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, having reviewed the Board of Directors’ report and the Statutory Auditors’ report, approves the annual financial statements for the fiscal year ended September 30, 2021, as presented, which show a net loss of €146,475.28. It also approves the transactions reflected in these financial statements or summarized in these reports. Finally, it notes that none of the expenses and charges referred to in Article 39-4 of the French General Tax Code arose during the fiscal year ended September 30, 2021. Therefore, it grants discharge to the directors for the performance of their mandates during said fiscal year. Second resolution Approval of the consolidated financial statements for the fiscal year ended September 30, 2021 The General Meeting, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, having reviewed the Group management report (included in the Board of Directors’ management report) and the Statutory Auditors’ report, approves the consolidated financial statements for the fiscal year ended September 30, 2021, as presented, which show a profit of €174 million (attributable to shareholders of the Company) as well as the transactions reflected in these financial statements and summarized in these reports. Third resolution Appropriation of prior-year profit for the fiscal year ended September 30, 2021 The General Meeting, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, upon a proposal from the Board of Directors, resolves to allocate the net loss for the fiscal year ended September 30, 2021 in the amount of €146,475.28 as follows: Origin Net profit (loss) for the year €(146,475.28) Retained surplus €336,552,253.07 Distributable earnings €336,405,777.79
When it is paid to natural persons domiciled in France for tax purposes, the dividend is subject either to a single flat-rate deduction on the gross dividend at the flat rate of 12.8% (Article 200 A of the French General Tax Code), or, at the express, irrevocable and comprehensive option of the taxpayer, to the income tax based on a sliding scale after in particular a reduction of 40% (Articles 200 A, 13, and 158 of the French General Tax Code). The dividend is also subject to social security contributions at the rate of 17.2%. In accordance with the provisions of Article 243 bis of the French General Tax Code, the General Meeting notes that the following dividends were distributed for the three previous fiscal years:
Dividend per share
Fiscal years
Total dividend (1)
2017-2018 2018-2019 2019-2020
€22,943,029.20 €0.14 €17,533,723.79 €0.11
€0.00 €0.00
In accordance with Article 158-3-2 of the French General Tax Code, individuals resident for tax purposes in France were entitled to a 40% allowance on dividends paid in respect of the last three fiscal years. Fourth resolution Approval of the agreements referred to in Article L. 225-38 et seq. of the French Commercial Code The General Meeting, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, having reviewed the Statutory Auditors’ special report on the agreements referred to in Articles L. 225-38 et seq . of the French Commercial Code, approves the said report, notes the information on the agreements concluded and commitments made during the previous fiscal years covered by this report, and notes that no new agreements were signed during the fiscal year ended September 30, 2021. Fifth resolution Approval of the compensation policy applicable to the Chairman and Chief Executive Officer The General Meeting, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, having reviewed the Board of Directors’ report on corporate governance, approves, in accordance with Article L. 22-10-8 of the French Commercial Code, the compensation policy for the Chairman and Chief Executive Officer as described in the corporate governance report included in the 2020-2021 Universal Registration Document. Sixth resolution Approval of the compensation policy applicable to the Deputy Chief Executive Officer The General Meeting, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, having reviewed the Board of Directors’ report on corporate governance, approves, in accordance with Article L. 22-10-8 of the French Commercial Code, the compensation policy for the Deputy Chief Executive Officer as described in the corporate governance report included in the 2020-2021 Universal Registration Document.
Appropriation Total dividend distribution Retained surplus
€51,007,196.48 €285,398,581.31
Total €336,405,777.79 As a result, it sets the dividend at €0.32 for each of the shares comprising the share capital for which the holder has dividend rights. The coupon will be detached on February 4, 2022 and will be paid from February 8, 2022.
DERICHEBOURG 2020/2021 Universal Registration Document 224
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