2025 Universal Registration Document

8. General Meeting

8.1.1 Ordinary meeting

Resolutions 1, 2 and 3: Approval of the annual (parent company and consolidated) financial statements for 2025, allocating the Company’s net profit and setting the dividend
EXPLANATORY STATEMENT

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

  • the parent company financial statements for 2025, with an income statement showing net profit of €8,724,755,982.30 in 2025, compared to €5,677,952,150.95 in 2024; and
  • the 2025 consolidated financial statements.

The details of these financial statements are set out in Chapters 5 and 6, respectively, of the 2025 Universal Registration Document and the main data included in the package containing the notice convening the General Meeting.

The Board of Directors proposes to the General Meeting:

an ordinary dividend of €7.20 per share, representing an increase of 2.9% over the dividend for the previous financial year.

The payout rate of the ordinary dividend (ordinary dividend paid/diluted earnings per share excluding non-recurring items, attributable to owners of the Company) would be 56.6% in 2025. Over the last five financial years, this rate was:

EXPLANATORY STATEMENT
Year 2020 2021 2022 2023 2024

Year

Payout rate

2020

54.8%

2021

54.4%

2022

53.3%

2023

54.60%

2024

55.30%

a preferential dividend of €7.92 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 2023 at the latest, and which continuously remain in registered form until the dividend payment date in 2026. The number of shares eligible for this preferential dividend may not exceed, for the same shareholder, 0.5% of the share capital.

If the General Meeting approves this proposal, the ex-dividend date for the dividends (both ordinary and preferential) will be 29 April 2026 at 00:00 hours (Paris time), and they will be paid on 4 May 2026.

For individuals domiciled in France, the dividend is subject to income tax at a flat rate but may be taxed, at the shareholder’s option, at a progressive rate. In such cases, the dividend is eligible for the tax deduction provided for in Article 158 3.2° of the French Tax Code.

First resolution: approval of the 2025 parent company financial statements

The 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 2025 parent company financial statements, as presented, and the transactions reported in these financial statements and summarised in these Reports, showing net profit of €8,724,755,982.30 versus €5,677,952,150.95 for financial year 2024.

Second resolution: approval of the 2025 consolidated financial statements

The 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 2025 consolidated financial statements and the transactions included in these financial statements and summarised in these Reports.

Third resolution: allocation of the Company’s net profit for financial year 2025 and setting of the dividend

The 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 profit for 2025, amounting to €8,724,755,982.30 as follows:

Third resolution: allocation of the Company’s net profit for financial year 2025 and setting of the dividend
No charge to the legal reserve, which already represents over one-tenth of the share capital -
Amount allocated to shareholders in dividends(1) (including preferential dividend) €3,882,234,845.52
Balance that will be allocated to the "Other reserves" item €4,842,521,136.78