2024 universal registration document

8.1.1 Ordinary meeting

8.1 Draft resolutions and Report of the Board of Directors to the Ordinary and Extraordinary General Meeting to be held on Tuesday 29 April 2025

8.1.1 Ordinary meeting

8.1.1 Ordinary meeting

Resolutions 1, 2 and 3: Approval of the annual (parent company and consolidated) financial statements for 2024, allocating the company’s net income and setting the dividend

Explanatory statement

Having reviewed the Reports of the Board of Directors and the Statutory Auditors, the Annual General Meeting is called on to approve:

  • the parent company financial statements for 2024, with an income statement showing net income of €5,677,952,150.95 in 2024, compared with €3,826,295,624.92 for 2023; and
  • the 2024 consolidated financial statements.

The details of these financial statements are set out in the 2024 Annual Financial Report and the main data included in the package containing the notice convening the Annual General Meeting.

The Board of Directors proposes to the Annual General Meeting:

  • an ordinary dividend of €7.00 per share, representing an increase of 6.1% over the dividend for the previous financial year.

The rate of distribution of the ordinary dividend (ordinary dividend paid/net income diluted per share excluding non-recurring items, attributable to owners of the Company) would be 55.3% in 2024. Over the last five financial years, this rate was:

Year 2019 2020 2021 2022 2023
Year

Rate of distribution

2019

49.7%

2020

54.8%

2021

54.4%

2022

53.3%

2023

54.6%

  • a preferential dividend of €7.70 per share, corresponding to a 10% increase over the ordinary dividend.

    The preferential dividend will be granted to the shares held in registered form since 31 December 2022 at the latest, and which continuously remain in registered form until the dividend payment date in 2025. The number of shares eligible for this preferential dividend may not exceed, for the same shareholder, 0.5% of the share capital.

If the Annual General Meeting approves this proposal, the ex-dividend date for the dividends (both ordinary and preferential) will be 5 May 2025 at 00:00 hours (Paris time) and they will be paid on 7 May 2025.

The amount of the ordinary dividend and the preferential dividend is eligible for the tax deduction provided for in Article 158.3. 2° of the French General Tax Code, which is applicable in the event that an individual beneficiary opts to tax his or her income from movable assets on the progressive scale of income tax.

First resolution: approval of the 2024 parent company financial statements

The Annual General Meeting, voting in accordance with the quorum and majority conditions required for Ordinary General Meetings, having reviewed the Reports of the Board of Directors and the Statutory Auditors, approves the Report of the Board of Directors and the financial year 2024 parent company financial statements, as presented, and the transactions reported in these financial statements and summarised in these Reports, showing net income of €5,677,952,150.95 versus €3,826,295,624.92 for financial year 2023.

Second resolution: approval of the 2024 consolidated financial statements

The Annual General Meeting, voting in accordance with the quorum and majority conditions required for Ordinary General Meetings, having reviewed the Reports of the Board of Directors and the Statutory Auditors, approves the financial year 2024 consolidated financial statements and the transactions included in these financial statements and summarised in these Reports.

Third resolution: allocation of the Company’s net income for financial year 2024 and setting of the dividend

The Annual General Meeting, voting in accordance with the quorum and majority conditions required for Ordinary General Meetings, on the proposal of the Board of Directors, decides to allocate the net income for the 2024 financial year, amounting to €5,677,952,150.95 as follows:

No charge to the legal reserve which already represents over one-tenth of the share capital -
Amount allocated to shareholders as dividend(1) (including preferential dividend) €3,779,207,478.90
Balance that will be allocated to the "Other reserves" item €1,898,744,672.05

(1) Including a primary dividend equal to 5% of the amounts paid up on shares, i.e. the total amount of the share capital.