For individuals residing in France, the dividend is subject to income tax at either a flat rate or a progressive tax scale, at the taxpayer’s option.
If the taxpayer does not opt for the progressive income tax scale, the dividend is subject, at the time of payment, to social security withholdings of 18.6% and a non-discharging flat-rate income tax installment of 12.8%. This withholding tax is applied at the source and calculated on the gross dividend amount.
In the event of a global and irrevocable option by the taxpayer for the progressive income tax scale, this dividend is fully eligible for the 40% allowance provided for in Article 158.3.2° of the French General Tax Code.
The General Shareholders’ Meeting notes that the following dividends were paid for the past three fiscal years:
|
Fiscal year |
2022 |
2023 |
2024 |
|---|---|---|---|
|
Dividend per share |
Dividend per share 2022 2.90 euro |
Dividend per share 2023 3.40 euro |
Dividend per share 2024 3.60 euro |
|
Total amount distributed |
Total amount distributed 2022 737,504,394 euro |
Total amount distributed 2023 864,660,324 euro |
Total amount distributed 2024 915,522,696 euro |
|
including dividend per share eligible for the 40% tax allowance |
including dividend per share eligible for the 40% tax allowance 2022 0.14 euro |
including dividend per share eligible for the 40% tax allowance 2023 3.19 euro |
including dividend per share eligible for the 40% tax allowance 2024 3.60 euro |
|
including total dividend eligible for the 40% tax allowance |
including total dividend eligible for the 40% tax allowance 2022 36,649,678 euro |
including total dividend eligible for the 40% tax allowance 2023 810,870,176 euro |
including total dividend eligible for the 40% tax allowance 2024 915,522,696 euro |
|
including dividend per share not eligible for the 40% tax allowance* |
including dividend per share not eligible for the 40% tax allowance* 2022 2.76 euro |
including dividend per share not eligible for the 40% tax allowance* 2023 0.21 euro |
including dividend per share not eligible for the 40% tax allowance* 2024 - |
|
including total dividend not eligible for the 40% tax allowance* |
including total dividend not eligible for the 40% tax allowance* 2022 700,854,716 euro |
including total dividend not eligible for the 40% tax allowance* 2023 53,790,147.85 euro |
including total dividend not eligible for the 40% tax allowance* 2024 - |
We submit for your approval the fourth resolution on the Statutory auditors’ special report on related- party agreements and inform shareholders that no new agreements, under Article L. 225-38 of the French Commercial Code, were entered into during fiscal year ended December 31, 2025.
The Statutory auditors’ special report on regulated agreements is presented in the 2025 Universal Registration Document, Chapter 3, Section 3.4.
The General Shareholders’ Meeting, voting in accordance with the quorum and majority requirements for ordinary general shareholders’ meetings, having reviewed the Statutory Auditors’ special report acknowledges the conclusions of this report which does not mention any new agreement referred to in Article L. 225-38 of the French Commercial Code and concluded during the fiscal year ended December 31, 2025.
The Board of Directors, acting on the recommendation of the Nominating Committee, submits for your approval the renewal of Tidjane Thiam’s mandate as Director, whose term of office expires at the end of this Ordinary General Shareholder’s Meeting (fifth resolution), and the appointment of Benjamin Badinter as Director (sixth resolution).
The Board of Directors and the Nominating Committee have confirmed the availability of members who are up for renewal or appointment, ensuring their active participation in board proceedings.
Following the General Shareholders’ Meeting of May 27, 2026, subject to shareholders’ approval, the Board of Directors would be composed of 13 members, including 2 Directors representing employees. It would maintain a balanced gender representation, with 45% women and 55% men, as well as a strong diversity of profiles and experience, with 64% of members being of nationality other than French. The independence rate would temporarily stand at 45.45%, i.e. at a level slightly below the threshold recommended by the Afep-Medef Code. The Board of Directors, with the support of the Nominating Committee, which remains fully mobilized on this matter, is actively pursuing the steps initiated at the end of 2024: in order to strengthen the Board’s independence and expertise.
Further information, changes to the composition of the Board can be found in the 2025 Universal registration Document, Chapter 3, section 3.1.2.9.
Tidjane Thiam’s mandate as an independent Director expires at the close of the General Shareholders’ Meeting of May 27, 2026. The fifth resolution submits for your approval the renewal of his mandate for a term of four years, expiring at the end of the General Shareholders’ Meeting convened to approve the financial statements for the fiscal year ended December 31, 2029
Tidjane Thiam brings recognized expertise in finance, governance, and risk management to the Board, cultivated through his distinguished international career in both the private and public sectors. In addition to his strategic leadership of large-scale projects with significant socio-economic impact, he has in-depth knowledge of Asian and African markets.
His extensive experience with major financial institutions and international organizations is a significant asset to the Board. He has made valuable contributions to the assessment of the Groupe’s strategic investments by providing high-quality analysis and sound judgment.
Renewing his mandate would allow the Board to continue to benefit from his expertise and perspective, both of which are essential to its work. It would also contribute to the continuity and quality of the Group’s governance.
You can find the profile of Tidjane Thiam on page 34 of this notice of meeting.
