Vilmorin & Cie - Annual report 2017-2018

JOINT ANNUAL GENERAL MEETING of December 7, 2018 7 ANNUAL REPORT Vilmorin & Cie 240 2017-2018 7.2. Draft resolutions of an ordinary nature 7.2. Draft resolutions of an ordinary nature First resolution Approval of the annual corporate financial statements and full discharge to the Board of Directors – approval of costs and expenses that are non-deductible fiscally After hearing the reports of the Board of Directors and the Statutory Auditors on the annual financial statements, the Annual General Meeting of Shareholders (AGM) approves the corporate financial statements for the fiscal year closing on June 30, 2018 as presented to the meeting, and the general running of the Company as described in the above-mentioned financial statements and reports, and also approves the non-deductible expenses for income taxes governed by article 39-4 of the French Tax Code. Second resolution Regulatory agreements The AGM acknowledges the presentation of the special report of the Statutory Auditors on operations governed by article L.225-38 of the French Commercial Code mentioning the absence of any new agreements. Third resolution Application of the profits The AGM, following the proposal of the members of the Board of Directors, decides to apply the profits of 30,827,772.92 euros in the following manner: Net profits on June 30, 2018 30,827,772.92 euros Application to legal reserve 1,541,388.65 euros Profits available on June 30, 2018 29,286,384.27 euros Dividends to distribute 28,125,767.70 euros Carried forward 1,160,616.57 euros After this application, the final amount to carry forward will be 1,161,933.37 euros. The Company does not benefit from the distribution of dividends on any treasury shares it holds. Any dividends corresponding to these shares will be added to the sum carried forward. The dividend is fixed at 1.35 euros per share. The AGM decides that the dividends will be detached on December 12, 2018 and will be paid on December 14, 2018. In compliance with the provisions of article 243 bis of the French General Tax Code, the AGM notes that it has been reminded that for the last three financial years, dividends and income distributions were distributed as follows: Fiscal year Income eligible for tax credit Income not eligible for tax credit Dividends Other distributed revenue 2014-2015 €32,709,226.14 (1) i.e. €1.57 per share - - 2015-2016 €22,917,292.20  (1) i.e. €1.10 per share - - 2016-2017 €33,334,243.20 (1) i.e. €1.60 per share - - (1) Including the amount of unpaid dividend corresponding to treasury shares and carried forward. Fourth resolution Approval of the annual consolidated financial statements and full discharge to the Board of Directors After hearing the reports of the Board of Directors and the Statutory Auditors on the consolidated financial statements, the AGM approves the consolidated financial statements for the fiscal year closing on June 30, 2018 as presented to the meeting, and the general running of the group of consolidated companies as described in the above- mentioned financial statements and reports. As a result, it gives full discharge to the members of the Board of Directors for their management for fiscal year 2017-2018. Fifth resolution Fixing the amount for attendance fees for fiscal year 2017-2018 After acknowledging the report of the Board of Directors, the AGM decides, in compliance with article 23 of the by-laws, to fix the attendance fees for its Board Members for fiscal year 2017-2018, at 45,000 euros. Sixth resolution Appointment of a new Board Member After hearing the report of the Board of Directors, the AGM decides to appoint as Board Member Mr. Claude RAYNAUD for the duration of three years, expiring at the end of the Annual General Meeting of Shareholders called to deliberate on the financial statements closing on June 30, 2021.