Vilmorin & Cie - Annual report 2017-2018

3 Management REPORT Report of the Board of Directors to the Joint Annual General Meeting (Ordinary and Extraordinary) of December 7, 2018 ANNUAL REPORT Vilmorin & Cie 96 2017-2018 Shareholders Further to the capital stock increase through the incorporation of reserves for the purpose of allocating free shares in January 2015, Vilmorin & Cie’s capital stock now stands at 317,717,005.50 euros and comprises 20,833,902 shares, each with a nominal unit value of 15.25 euros. On June 30, 2018, the majority of the capital stock, 62.57%, was held by Groupe Limagrain Holding, 6.01% by the company Coopérative Agricole Limagrain and 5.19% by Sélia, all three of these companies belonging to Limagrain. Vilmorin & Cie’s by-laws grant double voting rights to any shares held nominatively for a period of more than four years. On June 30, 2018, 15,160,276 shares benefitted from this right. Groupe Limagrain Holding, Coopérative Agricole Limagrain and Sélia were the main shareholders concerned, giving Limagrain voting rights control of 84.64%. On June 30, 2018, Vilmorin & Cie held 5,877 treasury shares corresponding to less than 0.1% of its capital stock. In compliance with the provisions of article L.225-102 of the French Commercial Code, we inform you that on June 30, 2018 no employee held a stake in the capital stock. Appropriation of the profits We propose to apply the profits of Vilmorin & Cie 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 net dividend is set at 1.35 euros per share. As a proportion to the net profits for the Group, the sums distributed amount to 38%. The total amount of dividends do not take into account any possible treasury shares held for control on the date the dividends are paid. Any dividends corresponding to these shares will be carried forward. Moreover, we wish to inform you that for the last three fiscal years, dividends 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 euros (1) i.e. 1.57 euros per share - - 2015-2016 22,917,292.20 euros (1) i.e. 1.10 euros per share - - 2016-2017 33,334,243.20 euros (1) i.e. 1.60 euros per share - - (1) Including the amount of unpaid dividend corresponding to treasury shares and carried forward. 14-15 15-16 16-17 Number of shares 20,833,902 20,833,902 20,833,902 Nominal 15.25 euros 15.25 euros 15.25 euros Net dividend per share 1.57 euros 1.10 euros 1.60 euros Expenses that are not tax deductible In compliance with the provisions of article 223 quater of the French Tax Code, we ask you to approve the expenses and charges concerned by article 39-4 of the same code, which came to a total of 156,793 euros. In compliance with the provisions of article 223 quinquies of the French Tax Code, we present the global figures concerning the expenses concerned by article 39-5 of the same code.