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228

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INGENICO GROUP

/

Registration Document 2016

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

7

7.2 Presentation of the resolutions

Pursuant to Article 243 bis of the French Tax Code, the shareholders Note that the net dividends paid for 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.

7.2

Presentation of the resolutions

First and Second resolutions –

Approval of the parent company

and consolidated financial statements

for the year ended December 31, 2016

and approval of non-tax-deductible expenses

The Board of Directors requests that you approve the parent

company financial statements for the year ended December 31,

2016, which show a profit of €202,929,232.61, as well as

the consolidated financial statements for the year ended

December 31, 2016, which show a profit of €244,276,263.

We also request that you approve the total expenses and

charges as defined in point 4 of Article 39 of the French General

Tax Code,

i.e.

, €73,964, as well as the related tax liability,

i.e.

,

€25,466.

Allocation of net profit for the year

and dividend (third resolution)

The proposed allocation of our Company’s net profit for the year

is in compliance with the law and our Articles of Association.

We propose that the net profit for the year ended December 31,

2016 be allocated as follows:

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

Accordingly, the gross dividend per share would be €1.50.

Dividends paid to natural persons residing in France are eligible

for the 40% tax reduction mentioned in Paragraph 2 Section 3

of Article 158 of the French General Tax Code.

The ex-dividend date is May 17, 2017.The dividend would be

paid out on June 12, 2017.

Please Note that 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.

Ordinary resolutions