FFP_REGISTRATION_DOCUMENT_2017

ORDINARY AND EXTRAORDINARY GENERAL MEETINGOF 17 MAY 2018

Resolutions to be proposed at the Ordinary and Extraordinary General Meeting of 17 May 2018

Period of Validity/ Expiry date Maximum amount

Resolution/Purpose

Actual use

26 months 03/07/2018

€10,000,000

None

Eighteenth Delegation of powers to the Board of Directors to issue shares and/or equity securities conferring rights to other equity securities or carrying entitlement to the allotment of debt securities as consideration for securities tendered to any public exchange offer initiated by the Company Nineteenth Delegation of powers to the Board of Directors to carry out a capital increase reserved for members of the Group’s corporate savings plans

26 months 03/07/2018

€500,000

None

None

Teventieth Upper limit set for delegations of powers

26 months 03/07/2018

Issue of shares or of negotiable securities conferring rights to the share capital: €10,000,000

Issues of negotiable debt securities: €15,000,000

6.3 Resolutions to be proposed at the Ordinary and Extraordinary General Meeting of 17 May 2018

Decisions to be made in ordinary session

on the number of shares in issue at the dividend payment date. Accordingly, the General Meeting sets the dividend for the financial year at €2 per share. The General Meeting resolves that the dividend will be paid on 24 May 2018. The portion of distributable earnings attributable to shares held in treasury will be allocated to the “retained earnings” account. When paid to individual shareholders resident in France for tax purposes, this dividend will be liable to the single flat-rate levy at an aggregate rate of 30% including (i) the flat-rate income tax rate of 12.8%, and (ii) the CSG-CRDS social security charges at a rate of 17.2%. Individual shareholders resident in France for tax purposes may elect for the dividend to be taxed at their marginal rate of income tax, however. Should they choose to do so, the dividend is eligible for the 40% rebate for individuals resident in France for tax purposes as provided for in sub-paragraph 2 of article 158(3) of the French General Tax Code. The option to apply the marginal income tax rate must be exercised annually and expressly. It cannot be revoked and is made globally. Accordingly, it applies to all the income, net gains, profits and receivables falling within the scope of the single flat-rate levy in respect of a given year. In accordance with article 243 bis of the French General Tax Code, the following dividends were paid in respect of the previous three financial years:

FIRST RESOLUTION (Review and approval of the parent company statements for 2017) The General Meeting, deliberating in accordance with the quorum and majority voting requirements for ordinary general meetings, apprised of the annual financial statements, the management report by the Board of Directors on the year now ended and the Statutory Auditors’ general report, approves the parent company statements for the 2017 financial year, as presented, plus the transactions reflected in the financial statements or summarised in these reports showing earnings of €31,581,020.92. The General Meeting notes that no expenditure or charge falling within the scope of article 39-4 of the French General Tax Code was presented in respect of the financial year. The General Meeting notes that distributable earnings, consisting of net earnings for the financial year of €31,581,020.92, plus retained earnings from the previous year of €2,684,123.23 and the €1,099,222,553.44 in reserves available for distribution, amount to €1,133,487,697.59. The General Meeting, deliberating in accordance with the quorum and majority voting requirements for ordinary general meetings, on the recommendation of the Board of Directors, resolves to SECOND RESOLUTION (Appropriation of income for the 2017 financial year)

6

DIVIDEND PAYMENTS IN THE LAST THREE FINANCIAL YEARS

2016

2015

2014

Number of shares Par value of shares Dividend per share

25,072,589 25,072,589 25,157,273

appropriate distributable earnings as follows: O €50,145,178.00 to shares as a dividend; O €1,083,342,519.59 to other reserves.

€1.00 €1.80

€1.00 €1.60

€1.00 €2.00

This amount takes into account the number of shares making up the share capital at 23 March 2018 and will be adjusted based

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FFP

2017 REGISTRATION DOCUMENT