Annual report 2008 - Altarea Cogedim

DRAFT RESOLUTIONS
222
1. Business
of the ordinary
general meeting
First resolution
(Approval of the parent company accounts for the
financial year ending 31 December 2008)
The General Meeting, having heard the report of the
Supervisory Board and the general report of the Statutory
Auditors on the accounts for the financial year ending
31 December 2008, approves the parent company accounts
for that financial year, as presented, which show a net profit
of €83,688,622.18.
It also approves the operations reflected in those accounts
or summarised in those reports.
Second resolution
(Appropriation of distributable profit)
The Ordinary General Meeting notes that the profit for the
financial year ending 31 December 2008 is €83,688,622.18,
and resolves to appropriate it in the following ways:
• An allocation of 5% of the profit, namely €4,184,431.11,
to the legal reserve, by way of a deduction from the profit
for the financial year;
• The distribution of a dividend of €7 per share, namely a
total amount of €71,393,637, deducted in its entirety
from the profit for the financial year;
• Payment to the General Partner of a cumulative preferred
dividend equivalent to 1.5% of the annual dividend
distributed, pursuant to Article 32 paragraph 5 of the
Articles of Association, namely €1,070,904.55, deducted
from the profit for the financial year;
• The balance of the profit, namely €7,039,649.52, is
appropriated to Other Reserves.
The above amounts are calculated on the basis of that the
number of shares entitled to dividends in respect of the
financial year 2008 is 10,199,091, and will be adjusted by
the Management according to the number of shares entitled
to dividends on the date of actual payment of the dividend.
The cash dividend will be paid out with effect from 1 July 2009.
In accordance with Article 158.3.2 of the General Taxation
Code, this dividend is eligible for the 40% tax relief for
individuals resident for tax purposes in France, unless they
opt to pay tax at the flat rate.
Individuals resident for tax purposes in France may opt to
be subject to a deduction at the rate of 18% (plus social
security contributions) on sums distributed and paid in
2009, instead of being subject to progressive income tax,
under the conditions provided by Article 117 quater of the
General Taxation Code. Taxpayers must opt for this deduction
at the latest at the time the dividend is received.
In the event that at the time of payment of the dividend,
the Company owns some of its own shares, the distributable
profit corresponding to dividends unpaid by reason of
the ownership of such shares will be appropriated to the
retained earnings account.
The General Meeting formally notes that the Company, which
has opted to be subject to the regime described in Article
208 C of the General Taxation Code, which provides for the
exemption of certain income provided it is distributed, is not
subject to any distribution obligation in 2009 in respect of
the financial year ending 31 December 2008, pursuant to
the said regime. Consequently, from a tax point of view, the
distributions decided upon in this General Meeting will be
deemed to be charged to profits other than those exempt
pursuant to Article 208 C of the General Taxation Code, and
will, if necessary, be eligible for the parent company regime
provided by Articles 145 and 216 of the General Taxation
Code.
The General Meeting formally notes that the sums distributed
by way of dividends in respect of the last three financial
years were as follows:
Number of shares
remunerated
Dividend
distributed
Dividend entitled
to relief *
Financial year 2005 6,576,541 €2.40 €2.40
Financial year 2006 7,891,697 €4.00 €4.00
Financial year 2007 7,893,029 €6.00 €6.00
*These dividends were entitled to the tax relief of 40% applicable to individuals
resident for tax purposes in France with effect from 1 January 2006.
Third resolution
(Approval of the consolidated accounts for the financial
year ending 31 December 2008)
The General Meeting, having heard the management report
of the Management, the report of the Supervisory Board,
and the report of the Statutory Auditors on the consolidated
accounts for the financial year ending 31 December 2008,
approves the consolidated accounts for that financial
year, as presented, which show attributable earnings of
€(397,055,623).
It also approves the operations reflected in those accounts
or summarised in those reports.