APC 2007 Annual Report Download - page 182

3. Resolutions
Resolutions to be voted on
in annual meeting
First resolution
(2007 parent company financial statements)
The General Meeting, acting with the quorum and major-
ity required for ordinary General Meetings, having heard
the reports of the Management Board and the Auditors,
and noting the Supervisory Board’s comments on the Man-
agement Board’s report and on the parent company finan-
cial statements, approves the transactions and parent
company financial statements for the year ended Decem-
ber 31, 2007, as presented by the Management Board.
These financial statements show a net profit for the year of
226,643,349.81 euros.
Second resolution
(2007 consolidated financial statements)
The General Meeting, acting with the quorum and major-
ity required for ordinary General Meetings, having heard
the reports of the Management Board and the Auditors,
and noting the Supervisory Board’s comments on the Man-
agement Board's report and on the consolidated financial
statements, approves the transactions and consolidated fi-
nancial statements for the year ended December 31, 2007,
as presented by the Management Board.
Third resolution
(Appropriation of profit, deduction from the share
premium account and dividend payment)
The General Meeting, acting with the quorum and major-
ity required for ordinary General Meetings, approves the
Management Board’s recommendations and resolves ac-
cordingly to appropriate:
-
Profit available for distribution in an amount of
706,845,691.75, consisting of profit for the year of
226,643,349.81 million, 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,
to the payment of a 3.30 divided for the 245,299,366
8 par value shares cum dividend January 1, 2007 that
were outstanding on December 31, 2007.
The full dividend will be eligible for the 40% deduction for
individuals resident in France as of January 1, 2008, pro-
vided for in Article 153-8-2 of the French Tax Code. This
deduction will not apply for dividends received as from Jan-
uary 1, 2008 if the shareholder has chosen the flat-rate
withholding tax option.
Unpaid dividends on shares held in treasury as of the div-
idend payment date will be allocated to retained earnings.
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.
Dividend payments for the last three years were as follows:
Dividend Total revenue

2004 1.8 1.8 (1)
2005 2.25 2.25 (2)
2006 3.00 3.00 (2)
(1) 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.
(2) Full dividend eligible for a 40% deduction for individuals
resident in France as of January 1, 2005 and 2006.
No non-eligible dividends were distributed for 2005.
Fourth resolution
(Report on regulated agreements signed
in a previous year)
The General Meeting, acting with the quorum and major-
ity required for ordinary General Meetings and having
heard the Auditors' Special Report on agreements gov-
erned by articles L.225-38, 225-86 and 225-90-1 of the
French Commercial Code, presented in accordance with
article L.225-40 of said Code, takes note of the agree-
ments signed and commitments made in a previous year,
as presented in this report.
Fifth resolution
(Approval of a regulated agreement concerning
compensation payable to Jean-Pascal Tricoire in
the event of termination)
The General Meeting, acting with the quorum and major-
ity required for ordinary General Meetings and having
heard the Auditors' Special Report on agreements gov-
erned 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 agree-
ment presented in this report concerning the compensa-
tion payable to Jean-Pascal Tricoire should he be
terminated or resign following a change in the company’s
ownership structure.
Sixth resolution
(Election of Léo Apotheker as a member of
the Supervisory Board)
The General Meeting, acting with the quorum and major-
ity required for ordinary General Meetings, elects Léo
Apotheker to replace René de La Serre, who did not wish
to serve another term, as a member of the Supervisory
Board for a period of four years, expiring at the close of the
Annual Shareholders’ Meeting to be called in 2012 to ap-
prove the 2011 financial statements.
Seventh resolution
(Re-election of Jérôme Gallot as a member of
the Supervisory Board)
The General Meeting, acting with the quorum and major-
ity required for ordinary General Meetings, re-elects
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