France: Special tax procedure for French dividend on SANOFI SA INHABER EO 2

10.04.2017

Clearstream Banking1 hereby informs customers that a special tax procedure for the French withholding tax on the dividend paid on

18 May 2017

will be available for individual shareholders of SANOFI SA INHABER EO 2, ISIN FR0000120578 (WKN 920 657) who are residents in Germany.

Background

The mergers between Hoechst and Rhône-Poulenc in 1999 and Aventis and Sanofi in 2004 resulted in a mixed shareholder structure with a number of German shareholder employees.

The company "Sanofi-Aventis" (change of company name from Sanofi-Aventis S.A. to Sanofi S.A. in 2011) was founded under French law with company headquarters in France and all dividend payments subject to French law and tax conditions.

German shareholders can benefit from a reduced tax rate according to the Double Taxation Treaty (DTT) between France and Germany and all eligible beneficial owners can benefit from relief at source via the special tax procedure, provided that they submit the required documentation within the relevant deadlines (refer to the Market Taxation Guide - France).

However, similarly to previous years, the German and French Tax Authorities have agreed to further simplify relief at source for this particular French dividend payment event for individual shareholders of SANOFI SA INHABER EO 2, ISIN FR0000120578 (WKN 920 657) in the form of a special tax procedure.

The fundamental principles and this special tax procedure are described briefly hereinafter.

Principles of the Sanofi special tax procedure

The special tax procedure:

  • Applies exclusively to the Sanofi French dividend payment of 18 May 2017 and specifically to this dividend payment and is not related to the simplified procedure that has been effective since 1 January 2005.
  • Applies exclusively to private individual persons eligible under the terms of the DTT between France and Germany. All other eligible beneficial owners, irrespective of their tax residence status, should participate to the simplified procedure to benefit from relief at source.
  • Requires the communication and validation, by both French and German tax authorities, of the eligibility to a reduced tax rate of the participating beneficial owners, that will then authorise the French Paying Agent to refund (without certification of tax residence status).
  • Will be advised to all local tax offices by the German Federal Ministry of Finance.

For the purpose of a credit of the deducted investment income tax, shareholders must submit the respective dividend notes within the scope of their tax return. Notes must specify the amount of the deducted investment income tax.

Procedure for the Sanofi special tax procedure

To benefit from the special tax procedure, eligible shareholders must use the proxy procedure with their custodian bank. Eligible beneficial owners that do not want to use the special tax procedure can use the Simplified and Standard refund procedures.

Actions to be taken

The Clearstream Banking customer (the shareholder's custodian bank):

  • Must obtain power of attorney from the final beneficial owner in order to engage the special tax procedure. This power of attorney entitles the customer to forward all its underlying beneficial owners’ tax-related data electronically to the French tax authorities.
  • All customers holding Sanofi shares on behalf of underlying beneficial owners and who participate in this procedure must complete and send the signed bank declaration (Appendix 1) to the following address to arrive at the latest on 28 April 2017:

    BNP Paribas Securities Services S.C.A.
    Corporate Trust Services
    Europaallee 12
    60327 Frankfurt am Main
    Deutschland

    or email: frankfurt.gct.operations@bnpparibas.com
  • Must hold and make available upon request of Clearstream Banking all client data relevant to the special tax procedure.
  • Will determine, on the dividend ex date (16 May 2017), which shareholders are entitled to a dividend and will report to Clearstream Banking only those eligible individuals for whom a power of attorney has been received.
  • Will, no later than 10:00 (CET) on 2 June 2017, upload consolidated lists in the specific Excel spreadsheet (Appendix 2), via the Banking website (see below section "Customer Support").
    Note: Separate consolidated lists for positions held in CASCADE and in Creation must be provided.
  • Must, in addition, no later than 10:00 (CET) on 2 June 2017, once the consolidated beneficial owners’ list has been uploaded, send a SWIFT message indicating the total position held and the global position for which the reduced tax rate is requested via the special tax procedure.
  • A form 5000/5001 must be signed and provided for the total position of underlying beneficial owners applying for the special procedure. This is a requirement from the French tax authority. Form 5000 must not be stamped by the local tax authority.
    Note: Separate consolidated lists for positions held in CASCADE and in Creation must be provided.

Upon receipt of the refunded tax amount by the French Paying Agent (but no earlier than 30 June 2017), Clearstream Banking will credit customer accounts for onward payment of the refunded tax amounts to the respective shareholders.

Customer support

Clearstream Banking will assist customers with the special tax procedure documentation and uploaded beneficial owner list.

Documentation is attached for convenience in attachments, as follows:

The completed spreadsheet file must be uploaded online to the Clearstream website under Applications / Upload BO list / France / Equities followed by the completion of step 3, 4 and 5.

Important note

Clearstream Banking will reject any customer submissions that do not use the Excel spreadsheet format for the consolidated list as stipulated in attachment 1. The customer must complete the spreadsheet file and use the online upload facility to submit it to Clearstream Banking.

Clearstream Banking will disregard any files submitted by email.

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1. Clearstream Banking refers to Clearstream Banking AG, registered office at 61, Mergenthalerallee, 65760 Eschborn, Germany and registered in the Register B of the Amtsgericht Frankfurt am Main, Germany under number HRB 7500 (CBF).