8.2 Presentation of the proposed resolutions to the General Meeting
8.2.1 Financial statements for the financial year ended December 31, 2021 and dividend (1st to 3rd resolutions)
The purpose of the first resolution is to approve the Company’s financial statements for the financial year ended December 31, 2021, which show a net accounting profit of €331,208,273.25. In application of Article 223 quater of the French General Tax Code (Code général des impôts), the shareholders are also invited to approve the total amount of expenses and charges referred to in Article 39, paragraph 4 of the said code, which amounted to €274,451 for the past financial year, and the tax paid pertaining to those expenses and charges, which amounted to €72,730.
The purpose of the second resolution is to approve the consolidated financial statements for the financial year ended December 31, 2021, which show consolidated net profit of €312,502,000.
The third resolution concerns the appropriation of profit and setting of the dividend. Shareholders are invited to allocate the net accounting profit for the financial year ended December 31, 2021 as follows:
- allocation to the legal reserve: €600,941.60, which will increase the total legal reserve to €49,917,611.80;
- retained earnings: €106,924,894.75, which will increase total retained earnings to €351,572,436.86; and
- payment of the dividend: €223,682,436.90 (based on 248,536,041 shares carrying dividend rights at December 31, 2021).
Shareholders are therefore invited to set the 2021 dividend at €0.90 per share.
Dividends per share for the previous three financial years were as follows:
- 2018: €0.86;
- 2019: €0.70; and
- 2020: €0.75.
8.2.2. Renewal and appointment of directors (4th to 7th resolutions)
At the date of these resolutions, the Board of Directors has 13 members, including two employee-representative directors. The term of office of directors is provided for in Article 12 of the bylaws and set at four years.
The terms of office of the following directors expire at the close of the Combined General Meeting of May 11, 2022: Ms. Maëlle Gavet and Messrs. Bertrand Dumazy, Jean-Paul Bailly, Gabriele Galateri di Genola, Jean-Bernard Hamel and Jean-Romain Lhomme.
In this regard:
- in view of the age limit stipulated in the Company’s bylaws and the loss of the status of independent director as from the twelfth year under the AFEP-MEDEF Code, Messrs. Jean-Paul Bailly and Gabriele Galateri di Genola, initially appointed by the General Meeting of June 29, 2010, are not submitted for renewal(1); and
- at its meeting on February 17, 2022, the Company’s Social and Economic Council renewed Mr. Jean-Bernard Hamel’s appointment as employee-representative director in advance for a term that will expire at the close of the General Meeting held in 2026 to decide on the financial statements for the previous financial year.
In the fourth to sixth resolutions, the shareholders are invited to renew the terms of office as director of Mr. Bertrand Dumazy, Ms. Maëlle Gavet and Mr. Jean-Romain Lhomme for a duration of four years.
The attendance rates(2) at Board meetings of the directors standing for renewal are as follows:
- Mr. Bertrand Dumazy: 100%;
- Ms. Maëlle Gavet: 83%; and
- Mr. Jean-Romain Lhomme: 100%.
On the recommendation of the Compensation, Appointments and CSR Committee, the Board of Directors recommends the said renewals.
(1) The Board of Directors is reviewing the options that would allow it, if necessary, to continue to benefit from the knowledge of the Company and the know-how of Messrs. Bailly and Galateri di Genola.
(2) The attendance rate for each director was calculated based on the six meetings of the Board of Directors held during the 2021 financial year.