APC 2006 Annual Report Download - page 178

Annual and Extraordinary Shareholders’ Meeting of April 26, 2007
The full dividend will be eligible for the 40% deduction
for individuals resident in France. No amounts eligible
or not eligible for the 40% deduction provided for in
Article 158-3-2 of the French Tax Code will be distrib-
uted, other than the dividend described above.
We remind you that dividends paid by Schneider
Electric SA for the last three years were as follows:
Dividend Avoir fiscal Total
tax credit revenue
2003 1.1 0.55 (1) 1.65
0.11 (2) 1.21
2004 1.8 - 1.8 (3)
2005 2.25 - 2.25 (4)
(1) 50% tax credit.
(2) 10% tax credit.
(3) Full dividend eligible for a 50% deduction for individuals
resident in France as of January 1, 2004. No non-eligible
dividends were distributed for 2004.
(4) Full dividend eligible for a 40% deduction for individuals
resident in France as of January 1, 2005. No non-eligible
dividends were distributed for 2005.
Agreements governed by article
L.225-38 and L.225-86
of the French Commercial Code
- fourth and fifth resolutions -
We ask you to approve the regulated agreements pre-
sented in the Auditors’ special report in accordance
with articles L.225-38 and L.225-86 of the French
Commercial Code. They include:
The shareholders’ agreement with AXA concerning
cross-shareholdings between AXA and Schneider
Electric authorized by the Board of Directors on Janu-
ary 6, 2006.
Measures decided by the Supervisory Board at its
meeting on May 3, 2006 to ensure that Jean-Pascal
Tricoire would continue to be entitled to all the pension
and other benefits provided for in his service contract
with Schneider Electric Industries SAS, which was
suspended on his appointment to the Management
Board as Chairman.
An addendum to Mr. Tricoire’s service contract defin-
ing the terms under which it will resume or be termi-
nated.
Share buybacks
- sixth resolution -
We ask you to renew the authorization given to the
Company by shareholders at the Annual Meeting of
May 3, 2006 to buy back its shares by any appropriate
method, including through the use of derivatives, in
accordance with the provisions of article L.225-209 of
the Commercial Code.
The shares could be bought back to reduce the issued
capital, or in connection with stock option plans, or
plans to grant shares without consideration, or to per-
mit the conversion of convertible debt securities, or to
finance an acquisition, or for the purpose of market-
making under a liquidity agreement.
Shares bought back under this authorization may be
canceled in accordance with the twenty-third resolu-
tion approved by shareholders at the Annual Meeting
of May 3, 2006.
Our report on the use of the authorization given by the
Annual Meeting of May 3, 2006, prepared in accor-
dance with article L.225-209 of the Commercial Code,
is presented on page 179.
You are asked to authorize the Company to buy back
shares representing at most 10% of the issued capital
as of the date of this Meeting (representing 22,769,834
shares on the basis of the number of shares outstand-
ing at the last official count on December 31, 2006).
The maximum purchase price is set at 130.
Resolutions to be voted on
in Extraordinary Meeting
Amendment to the bylaws to provide
for the representation of employee
shareholders on the Supervisory
Board, in accordance with french
law - seventh and eighth resolutions -
Since 2001, the Board of Directors, and then the
Supervisory Board, has included a member represent-
ing employee shareholders who is elected at the Annu-
al Meeting in accordance with procedures set by the
Board.
Under the French Act of December 30, 2006 on the
development of employee stock ownership, listed com-
panies in which more than 3% of the issued capital as
of December 31, 2006 is held directly or indirectly
through corporate mutual funds by employees of the
company and its French and foreign subsidiaries must
amend their bylaws to provide for the representation of
employee shareholders on the Supervisory Board.
This member must be elected by the shareholders in
General Meeting.
As Schneider Electric employees held more than
3.09% of the issued capital on December 31, 2006,
Schneider Electric must amend its bylaws to define the
procedure under which employee shareholders may
designate candidates for election to the Supervisory
Board in General Meeting.
The amendment submitted for your approval stipulates
that the Supervisory Board shall include one member
representing employee shareholders, who shall be
elected by the shareholders in General Meeting
according to a process determined by the Supervisory
Board. However, if employees hold more than 3% of
the issued capital on December 31, said Supervisory
Board member shall be replaced by a member elected
for a four-year term by the General Meeting on the
basis defined below.
The General Meeting shall vote on a list of candidates
presented by employee shareholders. The supervisory
boards of mutual funds invested in the Company’s
shares shall designate one or two candidates, select-
ed at their discretion. Employees who hold their shares
directly will be asked to designate a candidate as well,
even though they represent a very small percentage of
employee shareholders. To keep the number of candi-
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