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150
3
Resolutions
Resolutions voted on in
Annual Shareholders’ Meeting
First resolution
(2005 parent company financial statements)
The General Meeting, acting with the quorum and
majority required for ordinary General Meetings and
having heard the reports of the Board of Directors and
the Auditors, approves the transactions and parent
company financial statements for the year ended
December 31, 2005, as presented by the Board of
Directors. The General Meeting also approves the
recording under retained earnings in the opening bal-
ance sheet of the effect of the change in accounting
method relating to the measurement of pension and
other post-employment benefit obligations, leading to
the recognition of a liability of 10,427,963 which
reduced total retained earnings from 333,539,951 to
323,111,988.16.
Second resolution
(2005 consolidated financial statements)
The General Meeting, acting with the quorum and
majority required for ordinary General Meetings and
having heard the reports of the Board of Directors and
the Auditors, approves the consolidated financial
statements for the year ended December 31, 2005, as
presented by the Board of Directors.
Third resolution
(Agreements governed by article L.225-38
of the French Commercial Code)
The General Meeting, acting with the quorum and
majority required for ordinary General Meetings and
having heard the Auditors' Special Report on agree-
ments governed by article L.225-38 of the French
Commercial Code, presented in accordance with arti-
cle L.225-40 of said Code, notes the information con-
tained in the Auditors' Report.
Fourth resolution
(Appropriation of profit and dividend payment)
The General Meeting, acting with the quorum and
majority required for ordinary General Meetings,
resolves to appropriate profit available for distribution
in the amount of 773,904,684.17, corresponding to
profit for the year of 450,792,696.01 plus retained
earnings of 323,111,988.16 as follows:
Dividends 509,893,260.75
Retained earnings 264,011,423.42
Tot al 773,904,684.17
The dividend will amount to 2.25 for the 226,619,227
8 par value shares cum dividend January 1, 2005
that were outstanding on December 31, 2005.
The full dividend will be eligible for the 40% deduction
for individuals resident in France as of January 1,
2006, provided for in Article 153-8-2 of the French Tax
Code.
Unpaid dividends on shares held in treasury as of the
dividend payment date will be allocated to retained
earnings.
No amounts eligible or not eligible for the 40% deduc-
tion provided for in Article 158-3-2 of the French Tax
Code will be distributed, other than the dividend
described above.
Dividend payments and any corresponding tax credits
for the last three years were as follows:
Net
Avoir fiscal
Total
dividend tax credit revenue
2002 1.0,0.5 (1) 1.5
0.1 (2) 1.1
2003 1.1,0.55 (1) 1.65,
0.11 (2) 1.21
2004 1.8,- 1.8 (3)
(1) 50% tax credit.
(2) 10% tax credit.
(3) Full dividend eligible for a 50% deduction for individuals
resident in France as of January 1, 2005.
Fifth resolution
(Ratification of
Noël Forgeard’s appointment as a Director)
The General Meeting, acting with the quorum and
majority required for ordinary General Meetings, and
having heard the report of the Board of Directors, rat-
ifies the appointment of Noël Forgeard as a Director to
replace Thierry Breton, for a period of two years expir-
ing at the Annual Shareholders' Meeting to be called
in 2008 to approve the 2007 accounts.
Sixth resolution
(Authorization to trade in the Company's shares –
maximum purchase price:
€
120; minimum selling
price:
€
60)
The General Meeting, acting with the quorum and
majority required for ordinary General Meetings, hav-
ing heard the report of the Board of Directors drawn
up in accordance with article L.225-209 of the French
Commercial Code and noted the reallocation of
shares presented in the report, authorizes the Board
of Directors – or, subject to adoption of the seventh
resolution of this Meeting, the Management Board – in
accordance with article L.225-209 of the French Com-
mercial Code to buy back Company shares in order to
reduce the capital, or in connection with stock option
plans, or plans to grant shares without consideration,
or to permit the conversion of convertible debt securi-
ties, or to finance an acquisition, or for the purpose of
market making under a liquidity agreement.