Vilmorin & Cie - Annual report 2017-2018

6 ANNUAL REPORT Vilmorin & Cie 231 2017-2018 6.3.3.4. Interventions of the Company with regard to its treasury shares The Annual General Meeting of December 8, 2017, in compliance with the provisions of articles L.225-209 et seq. of the French Commercial Code, of Title IV of Book II of the General Regulations of the Autorité des Marchés Financiers, as well as European Regulation No. 596/2014 of April 16, 2014, supplemented by the Commission’s Delegated Regulation (EU) of March 8, 2016, granted the Board of Directors, in the eleventh resolution, the powers to intervene by purchasing or selling its own treasury shares on the stock market at a maximum price of 100 euros per share, with the number of shares thus acquired being limited to a ceiling of one million shares, representing a maximum potential commitment of 100 million euros. This purchasing program is authorized for a maximum period of 18 months. During fiscal year ending on June 30, 2018, the Company conducted, either directly or indirectly, the following operations: number of shares purchased = 186,889 average purchasing price = 74.90 euros number of shares sold = 189,165 average selling price = 75.37 euros number of treasury shares held on June 30, 2018: 5,887 corresponding to less than 0.1% of the capital stock, at a purchasing value of 337,360.41 euros, which is an average unit price of 57.40 euros. It is proposed to the Annual General Meeting of December 7, 2018 to authorize the Board of Directors, for a maximum period of 18 months, to buy or to sell treasury shares in compliance with the provisions of article L225-209 et seq. of the French Commercial Code, with the aim of: insuring the liquidity of transactions and managing the share market through an investment service provider acting independently through a liquidity contract in accordance with the AMAFI deontology charter approved by the AMF (authority governing the French stock market), handing over shares when rights are exercised to convert securities that give access in any way, both immediately or at a future date, to Company shares,
 exercising any other practice which might be accepted or recognized by the AMF or any other objective that complies with regulations in force. These operations will be carried out in compliance with regulations in force and in the following conditions: the maximum purchasing price is fixed at 100 euros per share, the maximum quantity of shares liable to be purchased is fixed at one million shares representing a maximum potential commitment of 100 million euros. 6.3.4. Dividends and profit distribution policy 6.3.4.1. Dividends over the last five fiscal years and distribution policy (1) The net dividend per share proposed to the Annual General Meeting of December 7, 2018 is 1.35 euros, down in nominal value compared to the previous fiscal year but corresponding to a distribution rate of 38%, in line with the average of previous fiscal years. (1) Historical data not restated for allotments of free shares (two capital stock increases through the allotment of free shares with one new share for every ten existing shares took place in January 2013 and January 2015. The share price was mechanically and successively divided by 1.10 from these two dates). 13-14 14-15 15-16 16-17 17-18 Number of shares receiving dividend 18,937,956 20,829,597 20,833,462 20,833,079 20,833,902 (2) (2) The number of treasury shares at the date the dividend is paid out should be deducted from this figure. 6.3.4.2. Tax regulations (on September 14, 2018) Dividends claim limit The legal limit is five years from the date when the dividend payment claimant is informed, or should have been informed, of the facts enabling him or her to make the claim. After this date, unclaimed dividends are paid to the State by the company. Net dividend and distribution rate (in euros and as a %) Net dividend (in euros) 1.10 15-16 1.57 14-15 1.65 13-14 1.60 16-17 1.35 17-18 38.0% 38.4% 38.6% 44.8% 37.2% Distribution rate 6.3. Vilmorin & Cie shares Vilmorin & Cie and its SHAREHOLDERS