Universal Registration Document 2022

6 Financial Statements

6.5 Dividend policy

As part of an audit conducted in accordance with professional standards applicable in France, the statutory auditor exercises professional judgment throughout the audit and furthermore:

Identifies and assesses the risks of material misstatement of the financial statements, whether due to fraud or error, designs and performs audit procedures responsive to those risks, and obtains audit evidence considered to be sufficient and appropriate to provide a basis for his opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtains an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control.
Evaluates the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management in the financial statements.
Assesses the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. This assessment is based on the audit evidence obtained up to the date of his audit report. However, future events or conditions may cause the Company to cease to continue as a going concern. If the statutory auditor concludes that a material uncertainty exists, there is a requirement to draw attention in the audit report to the related disclosures in the financial statements or, if such disclosures are not provided or inadequate, to modify the opinion expressed therein.
Evaluates the overall presentation of the financial statements and assesses whether these statements represent the underlying transactions and events in a manner that achieves fair presentation.

Report to the Audit Committee

We submit to the Audit Committee a report which includes in particular a description of the scope of the audit and the audit program implemented, as well as the results of our audit. We also report, if any, significant deficiencies in internal control regarding the accounting and financial reporting procedures that we have identified.

Our report to the Audit Committee includes the risks of material misstatement that, in our professional judgment, were of most significance in the audit of the financial statements of the current period and which are therefore the key audit matters, that we are required to describe in this report.

We also provide the Audit Committee with the declaration provided for in Article 6 of Regulation (EU) N° 537/2014, confirming our independence within the meaning of the rules applicable in France such as they are set in particular by Articles L.822- 10 to L.822-14 of the French Commercial Code (code de commerce) and in the French Code of Ethics (code de déontologie) for statutory auditors. Where appropriate, we discuss with the Audit Committee the risks that may reasonably be thought to bear on our independence, and the related safeguards.

Paris La Défense, February 16, 2023

The Statutory Auditors

French original signed by

KPMG SA

Deloitte & Associés

Marie Guillemot

Michel Piette

Damien Leurent

Christophe Patrier

6.5 Dividend policy

6.5.1 Dividends and interim dividends paid in the last three fiscal years

The amount of dividends and interim dividends paid in the last three fiscal years was as follows:

Fiscal year	Number of shares	Dividend per share (in euros)	Total dividends paid ⁽¹⁾ (in euros)	Dividend payment date
2019	2019 Number of shares 3,050,969,626	2019 Dividend per share (in euros)0.15 ⁽²⁾	2019 Total dividends paid ⁽¹⁾ (in euros)456,888,323.70 ⁽²⁾	2019 Dividend payment date 17/12/2019
2020	2020 Number of shares 3,099,923,579	2020 Dividend per share (in euros)0.21 ⁽³⁾	2020 Total dividends paid ⁽¹⁾ (in euros)652,259,998.76 ⁽⁴⁾	2020 Dividend payment date 07/06/2021
2021	2021 Number of shares 3,736,934,708	2021 Dividend per share (in euros)0.58 ⁽⁵⁾	2021 Total dividends paid ⁽¹⁾ (in euros)1,997,314,793.63 ⁽⁶⁾	2021 Dividend payment date 13/06/2022

(1) After deduction of treasury shares.

(2) The 2019 interim dividend of €456,888,323.70, paid on 17 December 2019, comprised €429,635,913.60 in new shares, €27,252,346.20 in cash and a balancing payment of €63.90.

(3) i.e. €0.231 in 2020 for shares benefiting from the increased dividend.

(4) The remaining €652,259,998.76 of the dividend for 2020, paid on 7 June 2021, comprised €616,146,887.12 in new shares and €36,113,111.64 in cash.

(5) i.e. €0.638 in 2021 for shares benefiting from the increased dividend.

(6) Of which €947,074,231.20 in interim dividends paid on 2 December 2021 for that year comprising €898,992,407.92 in new shares, €48,081,668.10 in cash and a balancing payment of €155.18. The remaining €1,050,240,562.43 of the dividend for 2021, paid on 13 June 2022, comprised €978,699,524.40 in new shares, €71,540,908.35 in cash and a balancing payment of €129.68.

The General Meeting of Shareholders of 12 May 2022 did not vote to distribute an interim dividend for fiscal year 2022.

The Board of Directors, at its meeting of 16 February 2023, decided to propose to the General Meeting of Shareholders, which will be called to approve the financial statements for the fiscal year ending 31 December 2022 and which will be held on 14 June 2023, that no dividend be paid for the fiscal year ending 31 December 2022.