In This Article:
BOULOGNE, BILLANCOURT, France, December 10, 2024--(BUSINESS WIRE)--Regulatory News:
Exclusive Networks (Euronext Paris: EXN), a global leader in cybersecurity, announces its decision to proceed to the payment, on December 16, 2024, of the exceptional distribution of a final amount of €484,935,812.941, approved by the shareholders at the Ordinary General Meeting held on October 31, 2024, corresponding to a distribution of €5.29 per share, following the ex-coupon date set for December 12, 2024.
As announced at the Ordinary General Meeting, the exceptional distribution will be allocated: (i) in priority to the "Other Reserves" account, until consumption, i.e. €53,676,521.01, corresponding to €0.59 per share on the basis of 91,670,286 shares constituting the share capital as at October 31, 2024 and (ii) the residual amount will be allocated to the "Share Premium" account, i.e. €431,259,291.931, corresponding to €4.70 per share on the basis of 91,670,286 shares constituting the share capital as at October 31, 2024.
It should be noted that, pursuant to the interim financial statements over the period from January 1, 2024, until October 31, 2024, the interim accounting net result of Exclusive Networks SA realized does not exceed the amount of accumulated retained losses as of the end of the fiscal year 2023 (i.e. € -9,887,602.48).
Under the current French tax legislation and subject to any subsequent legislative changes, the portion of the exceptional distribution allocated to the "Other reserves" account, i.e. €0.59 per share, will be treated for French tax purposes as an ordinary dividend and will be subject to the tax regime applicable to investment income ("revenus de capitaux mobiliers"):
-
as regards the individual shareholders who are French tax residents and who do not hold their shares in a stock savings plan ("plan d’épargne en actions"), this fraction of the gross distribution amount will be subject to a 30% flat tax levied on the gross amount of the distribution, which breaks down into a levy at the rate of 12.8% for income tax purposes and social levies at an overall rate of 17.2%. By way of express and irrevocable election exercised when filing their tax return, individual French taxpayers may opt to globally subject their investment income, including this exceptional distribution, to the progressive scale of the personal income tax instead of the 30% flat tax, in this case, the taxable portion of the exceptional distribution will benefit from a 40% allowance;
-
as regards legal entities that are French tax residents and subject to corporate income tax, the taxable portion of the exceptional distribution is in principle subject to corporate income tax under standard conditions. Subject to compliance with certain conditions, shareholders holding at least 5% of the Company’s share capital may be, under the so-called "parent-subsidiary" regime (régime mère-fille), exempt from corporate income tax on this revenue, subject to the add-back of a lump-sum corresponding to 5% of the amount of the income distributed;
-
as regards non-French tax resident shareholders, and subject to the exemptions provided for, in particular, in articles 119 bis 2° and 119 ter of the French Tax Code, the taxable portion of the exceptional distribution will be subject to the withholding tax referred to in article 119 bis of the French Tax Code, levied, on a case by case basis, at the rates set out in article 187 of the French Tax Code, which may also be reduced or removed in application of the double tax treaty concluded between France and the State of residence in which the relevant beneficiary is resident for tax purposes.