APC 2007 Annual Report Download - page 174

1. Management Board’s report 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 state-
ments for the year, as presented, which show net profit of
226.6 million.
Approval of the consolidated
financial statements
- second resolution -
We ask you to approve the consolidated financial state-
ments for the year, as presented, which show net profit at-
tributable to equity holders of the parent of 1,583 million,
an increase of 21% from 2006.
Profit appropriation and payment
of a dividend of 3.30 per share
- third resolution -
We recommend a dividend of 3.30 per 8 par value
share. The dividend will be paid as from April 30, 2008 on
the 245,299,366 shares cum dividend January 1, 2007 that
made up the share capital on December 31, 2007. No div-
idend will be paid on shares held in treasury on the pay-
ment date; the corresponding amounts will be allocated to
retained earnings. The dividend will be paid out of:
 Profit available for distribution in an amount of
706,845,691.75, consisting of profit for the year of
226,643,349.81, less the statutory allocation to the
legal reserve of 3,589,169, plus retained earnings of
483,791,510.94.
And 102,642,216.05 deducted from the share premium
account, corresponding to issue premiums relating to
Square D convertible bonds and merger premiums, in-
cluding the SGTE merger premium, with the balance com-
ing from the Legrand share premium.
Shareholders should note that France’s 2004 Finance Act
eliminated the avoir fiscal tax credit and précompte equal-
ization tax. However, for individual shareholders who pay
income tax in France, only 60% of the dividend will be in-
cluded in their taxable income. In addition, they will be en-
titled 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.
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 distributed, other than
the dividend described above. This deduction will not
apply for dividends received as from January 1, 2008 if
the shareholder has chosen the flat-rate withholding tax
option.
Dividend Total
per share revenue

2004 1.8 1.8 (1)
2005 2.25 2.25 (2)
2006 3.00 3.00 (2)
(1) The full dividend was eligible for the 50% deduction for
individuals resident in France – no amounts not eligible for the
deduction were distributed for 2004.
(2) The full dividend was eligible for the 40% deduction for
individuals resident in France – no amounts not eligible for the
deduction 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 note the following regulated agreements
signed in a previous year:
The shareholders’ agreement with AXA concerning
cross-shareholdings between AXA and Schneider Electric
authorized by the Board of Directors on January 6, 2006.
Measures decided by the Supervisory Board at its meet-
ing 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 S.A.S., which was suspended on his ap-
pointment to the Management Board as Chairman.
An addendum to Mr. Tricoire’s service contract defining
the terms under which it will resume or be terminated.
We ask you to approve the regulated agreement presented
in the Auditors’ special report in accordance with articles
L.225-90-1 and L.225-86 of the French Commercial Code.
The agreement concerns an addendum to Jean-Pascal
Tricoire's service contract which, in accordance with the
provisions of France's "TEPA" law, details the compensa-
tion payable to Mr. Tricoire in the event of termination and
makes such compensation contingent on performance.
Under the terms of the addendum, Mr. Tricoire is entitled to
the following:
In the event of termination for reasons other than serious
or gross misconduct, compensation defined by the collec-
tive bargaining agreement plus a contractually agreed pay-
ment that increases with seniority. In light of Mr. Tricoire's
seniority, the total compensation currently corresponds to
24 months of his target remuneration (fixed salary and tar-
get bonus).
In the event of resignation due to a change in the com-
pany's ownership structure that could materially modify the
membership of the Supervisory Board, compensation cor-
responding to 24 months of his target remuneration.
However, payment of said compensation will depend on
172
We remind you that dividends paid by Schneider Electric
SA for the last three years were as follows: