APC 2004 Annual Report Download - page 135

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133
Annual and Extraordinary
Shareholders' Meeting of May 12, 2005
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 558.7 million.
Approval of the consolidated financial
statements - second resolution -
We also ask you to approve the consolidated financial
statements, as presented, which show net income
after amortization of goodwill of 565 million, an
increase of 30% from 2003.
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 agreement gov-
erned by article L.225-38 signed in prior years that
remained in force during 2004.
Income appropriation and dividend
- fourth resolution -
First, we ask you to allocate to retained earnings the
précompte
equalization tax not paid to the French
Treasury on 2004 dividends, in an amount of
932,624.85, bringing total retained earnings to
170,171,884.77.
Second, we recommend that income available for dis-
tribution, consisting of net income for the year of
558,767,442.39 and the above amount credited to
retained earnings, or a total of 728,939,327.16,
should be appropriated as follows:
Dividends 407,149,518.60
Retained earnings 321,789,808.56
Tot a l 728,939,327.16
If these appropriations are approved, the net dividend
paid on each of the shares carrying rights to the 2004
dividend will amount to 1.80.
The dividend will be paid on May 17, 2005.
Shareholders should note that France's 2004 Finance
Act eliminated the
avoir fiscal
tax credit and
pré-
compte
equalization tax. However, individual share-
holders resident in France will be entitled to 50% tax
relief on the total dividend received. They will also be
entitled to a tax credit on all dividends received,
capped at 115 for single, divorced or widowed tax-
payers and 230 for couples filing jointly.
In addition, an exceptional 25% exit tax will be due on
dividends paid out in 2005. The exit tax will give rise
to a tax credit in the same amount that will be utilized
or refunded in three equal installments over the next
three years.
We remind you that dividends paid by Schneider
Electric SA for the last three years were as follows:
Net Avoir fiscal Total
dividend tax credit revenue
2001 (1) 1.3 - 1.3
2002 1.0 0.5 (2) 1.5
0.1 (3) 1.1
2003 1.1 0.55 (2) 1.65
0.11 (3) 1.21
(1) 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.
(2) 50% tax credit
(3) 10% tax credit
Annual and Extraordinary Shareholders' Meeting of May 12, 2005