COMBINED SHAREHOLDERS’ MEETING OF MAY 24, 2018 Having reviewed the reports of the Board of Directors to such dividend, and attached to each of the shares and of the Statutory Auditors on the consolidated conferring rights thereto. financial statements for the financial year ended December 31, 2017, The dividend shall be detached from the share on July 4, 2018, and paid on July 6, 2018. Approved the consolidated financial statements, i.e., the balance sheet, the income statement and The aggregate amount of the dividend of the notes thereto, for the financial year ended €126,862,599.36 was determined on the basis of December 31, 2017, as presented to it, as well as the the number of shares making up the share capital transactions reflected in such financial statements of 303,343,177 as at December 31, 2017 and of the and summarized in these reports. number of shares held by the Company of 1,289,369 The financial statements show a profit of shares at the same date. €104.9 million. The aggregate amount of the dividend, and thus the balance of the carry forward account will be adjusted Third resolution in order to take into account the number of shares (Allocation of the profits for the financial year ended held by the Company at the date of payment of the December 31, 2017and payment ofthe dividend) dividend that do not entitle to dividend, and of the The Shareholders’ Meeting, deciding under the new shares, if any, conferring rights to the dividend quorum and majority requirements for ordinary issued in the event of final vesting of free shares shareholders’ meetings, allocated. Prior to the payment of the dividend, the Board of Directors or, upon delegation, the Chief Having reviewed the report of the Board of Directors, Executive Officer, shall acknowledge the number of Decided to al locate the profits for the year shares held by the Company as well as the number ended December 31, 2017, which amounted to of additional shares that will have been issued as a €14,281,260.91 as follows: result of the final vesting of shares allocated free of Origin of the amounts to be allocated: charge; the necessary amounts for the payment of the dividend attached to the shares issued during •Results from the 2017 financial year €14,281,260.91 this period shall be deducted from the carry forward •Previous carry forward account. at December 31, 2017 €116,579,922.70 Total €130,861,183.61 For shareholders who are individuals fiscal ly domici led in France, dividends received from Allocation: January 1, 2018 are subject to income tax at a flat •5% to the statutory reserve €714,063.05 rate or, on a global option exercised in the income • Dividend €126,862,599.36 tax return, to the progressive scale of income tax. •Balance, to the carry In this case, the dividend is el igible to the 40% forward account €3,284,521.20 deduction pursuant to Article 158-3-2° of the French Total €130,861,183.61 General Tax Code. The Shareholders’ Meeting decided to set the During the last three financial years, the Company dividend in respect of the financial year ended has distributed the fol lowing amounts to the December 31, 2017 at €0.42 per share giving right shareholders: 2016 2015 2014 Distribution per share €0.40(1) €0.40 €0.75(1) Number of shares eligible 302,056,728 300,767,957 291,279,888 Total distribution €120,822,691(1) €120,307,183 €218,459,916(1) (1)Amounts eligible for the 40% tax rebate that individuals residing in France for tax purposes benefit from, in accordance with Article 158-3-2° of the French General Tax Code. Fourth resolution Having reviewed the report of the Board of Directors and the Statutory Auditors’ special report on related- (Authorization of agreements referred to in Articles party transactions governed by Articles L.225-38 et L.225-38 et seq. of the French Commercial Code) seq. of the French Commercial Code; The Shareholders’ Meeting, deciding under the Acknowledged that no new agreements were quorum and majority requirements for ordinary entered into during the financialyear ended shareholders’ meetings, December 31, 2017 and acknowledged the REXEL 2017 – REGISTRATION DOCUMENT 324