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Management’s discussion and analysis as of December 31, 2015

Parent company financial review

Income appropriation

4.6.3

It is proposed to the Shareholders to allocate and distribute earnings for the fiscal year as follows:

Profit for fiscal year

€830,629,260.99

Allocation to the legal reserve

€(889,221.25)

Retained earnings at December 31, 2015

€5,213,006,730.57

Total distributable profit

€6,042,746,770.31

2015 Dividends paid out of distributable profit

€516,929,555.80

Balance of retained earnings after allocation

€5,525,817,214.51

The amount of retained earnings after tax for fiscal year 2014 was

The new shares, if the option is exercised, will be issued at a price equal

increased owing to 2014 dividends not paid out on treasury shares.

to 90% of the average opening prices listed during the twenty stock

market trading sessions on Euronext Paris prior to the date of the

In the case of a variation in the number of shares eligible for a dividend

Shareholders' Meeting, less the amount of the dividend that is the

with respect to 738,470,794

shares comprising the share capital as of

subject of this resolution and rounded up to the nearest euro cent.

December

31, 2015, the total amount of dividends would be adjusted

Such issued shares will immediately be entitled to dividends as of

as a consequence and the amount allocated to retained earnings

January

1, 2016 and will be part of the share capital of the Company

would be determined on the basis of the dividends actually paid.

alongside other shares.

It is specified that the total dividend of € 516,929,555.80

which

Shareholders may opt for payment of the dividend in cash or in new

represents a dividend of € 0.70

per share, before payroll taxes and non

Company shares from May

23, 2016 to June

10, 2016 inclusive, by

final withholding tax of 21% provided for in article

117

quater

of the

sending their request to the financial intermediaries that are

French general tax code, qualifies, for individuals who are French tax

authorized to pay the dividend or, for registered shareholders listed in

residents, for the tax relief equal to 40% of the amount of the dividend

the issuer-registered accounts held by the Company, to its authorized

in accordance with Section

2° of paragraph

3

of article

158 of the

representative Société Générale, CS 30812, 44308 Nantes Cedex 03.

French general tax code.

For shareholders who have not exercised their option by June

10,

It is proposed to offer to the Shareholders the option of a dividend

2016, the dividend will only be paid in cash.

payment:

For shareholders who have not opted for a payment in shares, the

in cash; or

●

dividend will be paid in cash on June

21, 2016 after the expiration of

in new Company shares.

●

the option period. For shareholders who have opted for a dividend

payment in shares, the settlement and delivery of shares will take place

on the same date.

It is recalled to the Shareholders in accordance with the law, that the dividends paid on each share for the three preceding fiscal years and the

income eligible for tax relief under Section 2° of paragraph 3

of article 158 of the French general tax code per share, were as follows:

Dividends eligible

Dividends non eligible

Fiscal year

Gross dividend paid

for tax relief of 40%

for tax relief of 40%

2012

€0.58

€0.58

-

2013

€0.62

€0.62

-

2014

€0.68

€0.68

-

2015 REGISTRATION DOCUMENT

149