RESOLUTIONS SUBMITTED FOR APPROVAL AT THE COMBINED SHAREHOLDERS’ MEETING OF APRIL 16, 2020 ORDINARY RESOLUTIONS First res olution: Second resolution: Approval of the parent company financial statements Approval of the consolidated financial statements The Shareholders’ Meeting, having reviewed the reports of The Shareholders’ Meeting, having reviewed the reports of the Board of Directors and the Statutory Auditors, approves the Board of Directors and the Statutory Auditors, approves the parent company financial statements for fiscal year ended the consolidated financial statements for fiscal year ended December 31, 2019, as presented, including the statement of December 31, 2019, as presented, including the statement of financial position, statement of profit or loss, and notes, as well financial position, statement of profit or loss, and notes, as well as the transactions reflected in these accounts and summarized as the transactions reflected in these accounts and summarized in these reports and acknowledges that they show a net profit in these reports. for the said fiscal year of 3,711,544,933.36 euros. Third resolution: Allocation of income – setting the dividend The Shareholders’ Meeting, having noted the profit for the fiscal year of 3,711,544,933.36 euros, which when added to the retained earnings of the previous year of 11,131,301,810.37 euros forms a distributable total of 14,842,834,690.03 euros, resolves, as proposed by the Board of Directors, to allocate these amounts and distribute them as follows: (EUR) Net profit for the fiscal year ended 12/31/2019 3,711,544,933.36 Allocation to the legal reserve (12,053.70) Retained earnings 11,131,301,810.37 Amount available for distribution 14,842,834,690.03 Proposed appropriation: Total dividend for fiscal year ended 12/31/2019 3,436,932,738.00 - Of which: dividend payable under the Bylaws of 5% or 0.015 euros per share 7,581,469.28 - Of which: an additional dividend of 6,785 euros per share 3,429,351,268.72 Retained earnings 11,405,901,952.03 14,842,834,690.03 As of December 31, 2019, the Company held 1,778,911 of its The dividend is paid as a priority from distributable income own shares, corresponding to an amount not available for from dividends received from subsidiaries eligible for the distribution of 403 million euros, equivalent to the acquisition parent company plan within the meaning of Directive 2011/96/ cost of the shares. EU (“Eligible Subsidiaries”) in the following order of priority: (i) firstly from dividends received from Eligible Subsidiaries The Shareholders’ Meeting resolves that the total dividend for whose registered office is located in an EU member state other the fiscal year ended December 31, 2019 will be 6.80 euros per than France; (ii) then from dividends received from Eligible share. Taking into account the interim dividend of 2.20 euros Subsidiaries whose registered office is located in France; per share distributed on December 10, 2019, the balance of the (iii) lastly from dividends received from Eligible Subsidiaries dividend is 4.60 euros per share. The ex-dividend date will be whose registered office is located in a non-EU country. April 21, 2020 and payment will be made on April 23, 2020. Should the Company hold, at the time of payment of this final Based on the tax legislation applicable to securities income as it dividend, any treasury shares under authorizations granted, the stands at January 1, 2019, these dividends carry an entitlement corresponding amount of unpaid dividends will be allocated for private individuals who are French tax residents and who to retained earnings. have opted for their income on all eligible securities income to be taxed at a progressive rate, to a tax deduction of 40%. Combined Shareholders’ Meeting - Thursday, April 16, 2020 24 Convening Brochure
Resolutions submitted for approval at the Combined Shareholders’ Meeting of April 16, 2020 As required by law, the Shareholders’ Meeting notes that the gross dividends per share paid out in respect of the past three fiscal years were as follows: Gross dividend Fiscal year Type Payment date (in euros) 2018 Interim December 6, 2018 2.00 Final April 29, 2019 4.00 TOTAL 6.00 2017 Interim December 7, 2017 1.60 Final April 19, 2018 3.40 TOTAL 5.00 2016 Interim December 1, 2016 1.40 Final April 21, 2017 2.60 TOTAL 4.00 Fourth resolution: Eighth resolution: Approval of related party agreements Reappointment of Marie-Josée Kravis as Director The Shareholders’ Meeting, having reviewed the Statutory The Shareholders’ Meeting, having reviewed the Board of Auditors’ special report on the related party agreements Directors’ report on the draft resolutions, resolves to reappoint referred to in Article L. 225-38 of the French Commercial Code, Marie-Josée Kravis as Director for a three-year period until the approves the related party agreements mentioned in the said end of the Ordinary Shareholders’ Meeting convened in 2023 report. to approve the financial statements of the previous fiscal year. Fifth resolution: Ninth resolution: Reappointment of Delphine Arnault as Director Reappointment of Marie-Laure Sauty de Chalon as Director The Shareholders’ Meeting, having reviewed the Board of Directors’ report on the draft resolutions, resolves to reappoint The Shareholders’ Meeting, having reviewed the Board of Delphine Arnault as Director for a three-year period until the Directors’ report on the draft resolutions, resolves to reappoint end of the Ordinary Shareholders’ Meeting convened in 2023 Marie-Laure Sauty de Chalon as Director for a three-year period to approve the financial statements of the previous fiscal year. until the end of the Ordinary Shareholders’ Meeting convened in 2023 to approve the financial statements of the previous Sixth resolution: fiscal year. Reappointment of Antonio Belloni as Director Te nth resolution: The Shareholders’ Meeting, having reviewed the Board of Appointment of Natacha Valla as Director Directors’ report on the draft resolutions, resolves to reappoint Antonio Belloni as Director for a three-year period until the The Shareholders’ Meeting, having reviewed the Board of end of the Ordinary Shareholders’ Meeting convened in 2023 Directors’ report on the draft resolutions, resolves to appoint to approve the financial statements of the previous fiscal year. Natacha Valla as Director for a three-year period until the end of the Ordinary Shareholders’ Meeting convened in 2023 to Seventh resolution: approve the financial statements of the previous fiscal year. Reappointment of Diego Della Valle as Director Eleventh resolution: The Shareholders’ Meeting, having reviewed the Board of Appointment of Lord Powell of Bayswater as Advisory Directors’ report on the draft resolutions, resolves to reappoint Board member Diego Della Valle as Director for a three-year period until the end of the Ordinary Shareholders’ Meeting convened in 2023 The Shareholders’ Meeting, having reviewed the Board of to approve the financial statements of the previous fiscal year. Directors’ report on the draft resolutions, resolves to appoint Lord Powell of Bayswater as Advisory Board member for a three-year period until the end of the Ordinary Shareholders’ Meeting convened in 2023 to approve the financial statements of the previous fiscal year. Combined Shareholders’ Meeting - Thursday, April 16, 2020 25 Convening Brochure
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