FINANCIAL REPORT 2012 - Keolis

6 1. MANAGEMENT
ALLOCATION OF PROFIT
We propose to allocate the profit for the year, which totalled
€59,750,216.58, in the following manner:
EMPLOYEE SHARES IN CAPITAL
On 31 st December 2012, there were no employee shares in the
Company’s capital.
Profit for the year €59,750,216.58
DISTRIBUTABLE PROFIT €59,750,216.58
Allocation:
Distribution of dividends €19,130,937.70
Other reserves €40,619,278.88
Consequently, the allocation of a €4.90 dividend per share
will be proposed.
These dividends are not eligible for the 40% deduction since
they are fully distributed to legal entities subject to corporation
tax.
In accordance with legal requirements, you are requested
to note that the amount of the dividend distributed and that
of the corresponding dividend tax credit for the three previous
financial years were as follows:
Financial year
Dividend
2011 €19,130,937.70
€4.90 per share
2010 €19,130,937.70
€4.90 per share
Distributed
income
eligible for the
allowance
Distributed
income not
eligible for the
allowance
- €19,130,937.70
- €19,130,937.70
2009 19,326,151.35 €41,000.85 €19,285,150.50
€4.95 per share
The dividends will be paid on or after 15 May 2013.
Expenses not deductible for tax
We advise you that non-tax deductible expenses within the
meaning of Articles 223 quater and 223 quinquies of the General
Tax Code, during the past fiscal year, totalled €165 thousand.
AGREEMENTS COVERED BY ARTICLES
L225-38 AND L225-39 OF THE
COMMERCIAL CODE
You will be read the Statutory Auditors’ report on agreements
made during the fiscal year and authorized by your Board
pursuant to Article L225-38 of the Commercial Code.
DIRECTORS AND CONTROL OF THE
COMPANY
1. Mode of exercise of the General Management.
We report, in accordance with Article 148 of the Decree of
23 March 1967, that your Board of Directors has opted to combine
the functions of Chairman of the Board and CEO.
Mr. Jean-Pierre Farandou was appointed Chairman and CEO
during the Board of Directors’ deliberation of 12 September
2012.
2. Terms of office and functions exercised by each of the executive
officers.
A list of the terms of office and functions exercised by each of
the executive officers in 2012 is provided in the Appendix of this
report.
3. You will be asked to approve the appointment of Mr. Xavier
Hubert as Director, replacing Mr. Serge Petetin who has resigned.
Mr. Xavier Hubert will occupy the function of director for the
remaining duration of his predecessor, i.e. up until 4 March 2016.
We hope that you will approve the above proposals and vote in
favour of the resolutions to be submitted to you.
THE BOARD OF DIRECTORS
We would invite you to correct the printing error of €0.34
which occurred on the event of the allocation of profit for
2011. The corrected Other Reserves account stands at
€40,619,278.82.
SHAREHOLDERS
On 31 st December 2012, GROUPE KEOLIS S.A.S. owned 100%
of the Company’s capital.