APC 2003 Annual Report Download - page 131

1. Report of the Board of Directors to
the Annual and Extraordinary Shareholders’ Meeting
Resolutions to be voted on
in Annual Meeting
Approval of the annual financial statements
– first resolution –
We ask you to approve the transactions and financial
statements for the year, as presented, which show
net income of € 474.7 million.
Approval of the consolidated financial
statements – second resolution –
As required under the provisions of the "NRE" Act,
you are also asked to approve the consolidated
financial statements, as presented, which show net
income after amortization of goodwill of € 433 million.
Regulated agreements governed
by article L.225-38 – third resolution –
No new agreements governed by articles L.225-38 et
seq. of the Commercial Code were signed during the
year.
You are asked to take note of the agreements gov-
erned by article L.225-38 signed in prior years that
remained in force during 2003.
Income appropriation and dividend
– fourth resolution –
Income available for distribution amounts to
€504,297,914.47, consisting of net income for the
year of €474,732,413.08, to which we recommend
adding the €23,105,796.39 in
précompte equaliza-
tion tax for 1999, 2000 and 2003 refunded by the
French Treasury, and €6,459,705 corresponding to
dividends on treasury shares.
We recommend that this amount should be appropri-
ated as follows:
Dividends € 225,026,387.00
Précompte equalization tax € 93,331,322.00
Retained earnings € 155,940,205.47
Total € 504,297,914.47
If these appropriations are approved, the net divi-
dend paid on each of the shares carrying rights to
the 2003 dividend will amount to €1.10, represent-
ing a total revenue per share of €1.65 including the
€0.55 avoir fiscal tax credit for individual investors
and companies at the head of a tax group.
The dividend will be paid on May 10, 2004.
We remind you that dividends paid by Schneider
Electric SA for the last three years were as follows:
Net Avoir Total
dividend fiscal tax revenue
credit
2000  1.60  0.80 (1)  2.40
 0.40 (2)  2.00
2001 (3)  1.30 -  1.30
2002  1.00, 0.50 (1)  1.50
 0.10 (4)
(1) 50% tax credit
(2) 25% tax credit
(3) Return of capital in lieu of a dividend that did not qualify for
any tax credit and was not subject to personal income tax or
the CSG or CRDS taxes in France.
(4) 10% tax credit
Membership of the Board of Directors
– fifth through eleventh resolutions –
Based on the recommendation of the Remunerations
and Appointments Committee, the Board of Directors
recommends that shareholders elect the following
new Directors:
■Caisse des Dépôts et Consignations, represented
by Jérôme Gallot, Senior Executive Vice President,
Retirement.
Mr. Gallot, 44, is a graduate of Institut d’Etudes
Politiques de Paris and Ecole Nationale d’Adminis-
tration. After three years with the Cour des Comptes,
he served as financial advisor to the Secretary
General of the interministerial committee for
European economic co-operation, from 1989 to
1992. He was then Chief of Staff in a number of
French ministries, from 1993 to 1997. In 1997, he
was appointed Managing Director of the Competition,
Consumer Affairs and Anti-Fraud Division of the
Ministry of the Economy and Finance. He left this
position in 2003 to become Senior Executive Vice
President at Caisse des Dépôts et Consignations.
Mr. Gallot is a member of the Boards of Directors of
Compagnie Nationale de Rhône, Caisse Nationale
de Prévoyance and ICADE.
In light of the level of its interest in Schneider Electric
(4.3% of the capital and 5.2% of the voting rights),
Caisse des Dépôts et Consignations is considered
an Independent Director, as defined in the Bouton
report on corporate governance. Caisse des Dépôts
et Consignations also sits on the Boards of Directors
of Accor, Dexia and Club Méditérranée.
129
Combined Annual and Extraordinary Shareholders’
Meeting of May 6, 2004