NATIXIS - Meeting notice combined general shareholder's meeting

REPORT OF THE BOARD OF DIRECTORS

› at the express and irrevocable option of the beneficiary when declaring his/her income, at the progressive income tax scale following the application of an allowance of 40% of the gross amount of dividends (Article 158-3-2° of the French General Tax Code). Regardless of the tax treatment of dividends for income tax purposes (flat tax on capital income (PFU) or progressive income tax scale), the paying establishment located in France must collect: › a mandatory non-definitive flat-rate withholding tax (PFO) at a rate of 12.8% (Article 117 (iv) of the French General Tax Code) as an initial

income tax payment, except if individual beneficiaries who are residents for tax purposes in France have applied for an exemption under the conditions set out in Article 242 (iv) of the French General Tax Code; › social security charges of 17.2%. When the progressive income tax scale is applied to dividends, the portion of social withholding tax corresponding to CSG [contribution sociale généralisée—general social security tax] is deductible from taxable income at a rate of 6.8%. All the Company's shares are eligible for this tax treatment.

In accordance with legal provisions, the following dividends were distributed for the three fiscal years prior to fiscal year 2018:

Number of shares on which a¢dividend was paid

Dividend per share (in euros)

Fiscal year

Total (in euros)

2015

3,128,127,765

0.35

1,094,844,717.75

2016

3,137,074,580

0.35

1,097,976,103.00

2017

3,137,360,238

0.37

1,160,823,288.06

Resolution three (Appropriation of earnings for the 2018 fiscal year and setting ofǡtheǡdividend) The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, hereby:: R notes that the financial statements finalized as of December 31, 2018, and approved by The General Shareholders’ at this meeting show earnings for the 2018 fiscal year of €1,834,308,793.77; R notes that, after taking into account retained earnings of €1,625,059,649.69 and as the legal reserve exceeds 10% of the share capital, distributable earnings amount to €3,459,368,443.46; R resolves to appropriate the distributable earnings as follows: (i) payment to shareholders of a total dividend of €0.78 per share (of which €0.30 represents the ordinary dividend and €0.48 represents the special dividend), and (i) allocation of the remaining distributable earnings to “Retained earnings”. Based on the share capital at December 31, 2018, on the assumption that no treasury shares existed on that date and without taking into account any shares with immediate dividend rights created after December 31, 2018, distributable earnings will be allocated as follows:

The General Shareholders’ Meeting fully empowers the Board of Directors to determine the total amount of the dividend and consequently the amount of the remaining distributable earnings allocated to "Retained earnings," based on the number of treasury shares held on the dividend payment date. For individual beneficiaries who are residents for tax purposes in France and hold shares outside a stock savings plan, these dividends are subject to income tax: R at a single flat-rate withholding tax (PFU tax) of 12.8%, the fiscal base of which is the gross amount of dividends (Article 200 A of the French General Tax Code); or R at the express and irrevocable option of the beneficiary when declaring their income, at the progressive income tax scale following the application of an allowance of 40% of the gross amount of dividends (Article 158-3-2° of the French General Tax Code). Regardless of the tax treatment of dividends for income tax purposes (flat tax on capital income (PFU) or progressive income tax scale), the paying establishment located in France must collect: R a mandatory non-definitive flat-rate withholding tax (PFO) at a rate of 12.8% (Article 117 (iv) of the French General Tax Code) as an initial income tax payment, except if individual beneficiaries who are residents for tax purposes in France have applied for an exemption under the conditions set out in Article 242 (iv) of the French General Tax Code; When the progressive income tax scale is applied to dividends, the portion of social withholding tax corresponding to CSG [contribution sociale généralisée—general social security tax] is deductible from taxable income at a rate of 6.8%. All the Company's shares are eligible for this tax treatment. The ex-dividend date is May 31, 2019, with dividends payable as of June 4, 2019. R social security charges of 17.2%.

Ordinary dividend

€945,086,577.60

Special dividend

€1,512,138,524.16

Retained earnings

€1,002,143,341.70

It should be noted that dividends are not payable on shares owned by the Company. In the event that, during the payment of these dividends, the Company comes to own some of its own shares, the amounts corresponding to unpaid dividends that would have been payable on these shares will be recognized as retained earnings.

In accordance with legal provisions, The General Shareholders’ hereby note that for the three fiscal years prior to fiscal year 2018, the following dividends were distributed:

Number of shares on which a¢dividend was paid

Dividend per share (in euros)

Fiscal year

Total (in euros)

2015

3,128,127,765

0.35

1,094,844,717.75

2016

3,137,074,580

0.35

1,097,976,103.00

2017

3,137,360,238

0.37

1,160,823,288.06

RESOLUTIONS

57

NATIXIS 2019 MEETING NOTICE

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