APC 2005 Annual Report Download - page 143

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141
7 / Annual and Extraordinary
Shareholders’ Meeting of May 3, 2006
Annual and Extraordinary Shareholders’ Meeting of May 3, 2006
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
profit of 450.8 million. In particular, you are asked to
approve the change in accounting method relating to
the measurement of pension and other post-employ-
ment benefit obligations, the effect of which was
deducted from retained earnings in the amount of
10,427,963, in accordance with generally accepted
accounting principles. This had the effect of reducing
opening retained earnings at January 1, 2005 from
333,539,951.16 to 323,111,988.16.
Approval of the consolidated financial
statements - second resolution -
We also ask you to approve the consolidated financial
statements, as presented, which show net profit attrib-
utable to equity holders of the parent of 994 million,
an increase of 21% from 2004.
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 earlier agreement
governed by article L.225-38 that remained in force
during 2005.
Profit appropriation and
payment of a dividend of
€
2.25 per share
- fourth resolution -
We recommend that profit available for distribution,
consisting of net profit for the year of 450,792,696
and retained earnings of 323,111,988.16, should be
appropriated as follows:
Dividends 509,893,260.75
Retained earnings 264,011,423.42
Tot al 773,904,684.17
If these appropriations are approved, the net dividend
paid on each of the shares carrying rights to the 2005
dividend will amount to 2.25.
The dividend will be paid on May 9, 2006.
Shareholders should note that France’s 2004 Finance
Act eliminated the
avoir fiscal
tax credit and
pré-
compte
equalization tax. However, for individual
shareholders who pay income tax in France, only 40%
of the dividend will be included in their taxable income.
In addition, they will be entitled to a tax credit on their
total dividend income from all sources, capped at
115 for a single, divorced or widowed person and
230 for couples who file a joint tax return.
We remind you that dividends paid by Schneider
Electric SA for the last three years were as follows:
Dividend Tax Total
per share credit revenue
2002 1.0,0.5 (1) 1.5
0.1 (2) 1.1
2003 1.1,0.55 (1) 1.65
0.11 (2) 1.21
2004 1.8,- 1.8 (3)
(1) 50% tax credit.
(2) 10% tax credit.
(3) Full dividend eligible for a 50% deduction for individuals
resident in France.
Membership of the Board of Directors
- fifth resolution -
Based on the recommendation of the Remunerations
and Appointments Committee, we recommend that
shareholders ratify the appointment as Director of
Noël Forgeard, to replace Thierry Breton who
resigned from the Board to take up a position in the
French government as Minister of the Economy and
Finance.
Share buybacks - sixth resolution -
You are asked to renew the authorization given to the
Company by shareholders at the Annual Meeting of
May 12, 2005 to buy back its shares by any appropri-
ate method, including through the use of derivatives,
in accordance with the provisions of article L.225-209
of the Commercial Code.