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223

Registration Document 2016

/

INGENICO GROUP

/

COMBINED ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF MAY 10, 2017

7

7.1 Draft agenda and proposed resolutions

Second resolution – Approval of the consolidated

financial statements for the year ended

December 31, 2016

The Annual General Shareholders’ Meeting, deliberating with

the quorum and majority required for Ordinary meetings, after

reviewing the reports of the Board of Directors, the Chairman

of the Board and the statutory auditors on the consolidated

financial statements at December 31, 2016, hereby approves

those financial statements, as presented, which show a net

profit of €244,276,263.

Third resolution – Allocation of net profit

for the year and dividend

The Annual General Shareholders’ Meeting, upon the

recommendation of the Board of Directors, deliberating with the

quorum and majority required for Ordinary meetings, hereby

resolves to allocate the net profit/(loss) for the year ended

December 31, 2016 in the following manner:

2016 net results

Net profit for the year

€202,929,232.61

Retained earnings

€500,014,046.69

Allocation

Legal reserve

€50,000.00

Dividends

(1)

€92,239.861.50

Composed of:

Initial dividend

€3,074,662.05

Additional dividend

€89,165,199.45

Retained earnings

€610,653,417.80

The Annual General Shareholders’ Meeting acknowledges that

the total gross dividend per share is set at €1.50, and that

the entire amount distributed as dividends is eligible for the

40% tax reduction referred to in Article 158-3-2 of the French

General Tax Code.

The ex-dividend date is May 17, 2017.

Dividends will be paid on June 12, 2017.

The total amount of the dividend paid and therefore the

amount allocated to retained earnings shall be adjusted for any

difference between the number of shares entitled to dividends

and the 61,493,241 shares that made up the share capital at

December 31, 2016.

(1) The total dividend amount of €92,239.861.50 is based on the number of shares with dividend rights (equal to 61,493,241), including shares

owned by the Company. The dividend payable on the shares owned by the Company on the ex-dividend date shall be allocated to “Retained

earnings” at the time of payment. The total dividend amount and consequently the amount of retained earnings shall be adjusted according

to the number of shares held by the Company on the ex-dividend date and, if applicable, the new shares entitled to dividends vested until

that date, resulting from new free share awards or OCEANE bond conversion.

Pursuant to Article 243 bis of the French General Tax Code, the shareholders Note that the dividends and income paid in respect of

the last three fiscal years were as follows:

Fiscal year

Dividends eligible for tax reduction

Dividends not eligible

for tax allowance

Dividends

Other amounts

distributed

2013

€42,469,047.20

(1)

or €0,80 per share

-

-

2014

€57,436,781.00

(1)

or €1 per share

-

-

2015

€79,287,780.00

(1)

or €1,30 per share

-

-

(1) Including the amount of dividend not paid for treasury stock and allocated to retained earnings and the amount of dividend paid in shares.

Fourth resolution – Option to receive dividends

in cash or in shares

The Annual General Shareholders’ Meeting, deliberating with

the quorum and majority required for Ordinary meetings, after

reviewing the report of the Board of Directors and in accordance

with Article 23 of the Company’s Articles of Association, having

noted that the entire issued share capital has been fully paid up,

hereby resolves to grant to each shareholder, out of the total

net dividend amount and in proportion to the shares held, the

option to receive the dividend in cash or in new shares.

The price for shares issued as stock dividends shall be equal

to 90% of the average price quoted for the Company’s shares

during the twenty trading days preceding the date of this

Annual General Shareholders’ Meeting, less the net amount of

the dividend, in accordance with Article L.232-19 of the French

Commercial Code.

If the net dividend amount to be distributed in shares does not

correspond to a whole number of shares, the shareholder may

opt to receive:

either the whole number of shares just below that amount,

along with a cash payment for the difference paid on the

date on which the option is exercised;

or the whole number of shares just above that amount, with

the difference paid in cash by the shareholder.

Shareholders opting for a dividend paid in shares must exercise

this option between May 17, 2017 and June 2, 2017 inclusive,

through the relevant financial intermediaries authorized to pay

the dividend. Beyond this time limit, only cash dividends shall

be paid.