APC 2006 Annual Report Download - page 187

3. Resolutions
Resolutions to be voted on
in Annual Meeting
First resolution
(2006 parent company financial statements)
The General Meeting, acting with the quorum and
majority required for ordinary General Meetings, hav-
ing heard the reports of the Management Board and
the Auditors, and noting that the Supervisory Board
had no comments on the Management Board’s report
or on the parent company financial statements,
approves the transactions and parent company finan-
cial statements for the year ended December 31,
2006, as presented by the Management Board. These
financial statements show a net profit for the year of
887,824,631.27 euros.
Second resolution
(2006 consolidated financial statements)
The General Meeting, acting with the quorum and
majority required for ordinary General Meetings, hav-
ing heard the reports of the Management Board and
the Auditors, and noting that the Supervisory Board
had no comments on the Management Board's report
or on the consolidated financial statements, approves
the transactions and consolidated financial statements
for the year ended December 31, 2006, as presented
by the Management Board.
Third resolution
(Appropriation of profit and dividend payment)
The General Meeting, acting with the quorum and
majority required for ordinary General Meetings,
approves the Management Board’s recommendations
and resolves accordingly to appropriate profit available
for distribution in the amount of 1,162,970,118.94, cor-
responding to profit for the year of 887,824,631.27
plus retained earnings of 275,145,487.67 as follows:
Dividends 683,095,044.00
Retained earnings 479,875,074.94
Total 1,162,970,118.94
The dividend will amount to 3.00 for the 227,698,348
8 par value shares cum dividend January 1, 2006 that
were outstanding on December 31, 2006.
The full dividend will be eligible for the 40% deduction
for individuals resident in France as of January 1,
2007, provided for in article 153-8-2 of the French Tax
Code.
Unpaid dividends on shares held in treasury as of the
dividend payment date will be allocated to retained
earnings.
No amounts eligible or not eligible for the 40% deduc-
tion provided for in article 158-3-2 of the French Tax
Code will be distributed, other than the dividend
described above.
Dividend payments and any corresponding tax credits
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.
Fourth resolution
(Agreements governed by article L.225-38 of
the French Commercial Code)
The General Meeting, acting with the quorum and
majority required for ordinary General Meetings and
having heard the Auditors' Special Report on agree-
ments governed by article L.225-38 of the French
Commercial Code, presented in accordance with arti-
cle L.225-40 of said Code, approves the agreement
concerning a memorandum of understanding between
Schneider Electric SA and AXA, as presented in this
report, and notes the information concerning the
agreement signed in a previous year.
Fifth resolution
(Agreements governed by article L.225-86 of the
French Commercial Code)
The General Meeting, acting with the quorum and
majority required for ordinary General Meetings and
having heard the Auditors' Special Report on agree-
ments governed by articles L.225-86, L.225-90-1 and
L.225-79-1 of the French Commercial Code, presented
in accordance with article L.225-88 of said Code,
approves the commitments and agreement concerning
Jean-Pascal Tricoire, as presented in this report.
Sixth resolution
(Authorization to trade in the Company's shares –
maximum purchase price:
€ 130)
The General Meeting, acting with the quorum and
majority required for ordinary General Meetings, having
heard the report of the Management Board drawn up in
accordance with article L.225-209 of the French Com-
mercial Code, authorizes the Management Board, in
accordance with article L.225-209 of the French Com-
mercial Code, to buy back Company shares in order to
reduce the capital, or in connection with stock option
plans, or plans to grant shares without consideration, or
to permit the conversion of convertible debt securities,
or to finance an acquisition, or for the purpose of mar-
ket making under a liquidity agreement.
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