APC 2009 Annual Report Download - page 226

2009 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC224
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
8MANAGEMENT BOARD’S REPORT TOTHE ANNUAL ANDEXTRAORDINARY SHAREHOLDERS’MEETING
>
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 fi nancial statements for
the year, as presented, which show net profi t of EUR 475.8million.
Approval of the consolidated financial
statements
- second resolution -
We ask you to approve the consolidated fi nancial statements for
the year, as presented, which show net profi t attributable to equity
holders of the parent of EUR 852million.
Profit appropriation and payment
of a dividend of EUR 2.05 per share
- third resolution -
We recommend a dividend of EUR 2.05 per EUR 8 par value
share, representing a 50% payout of adjusted net profi t. This
recommendation is based on the quality results obtained in 2009,
notably the Group’s strong cash generation. The dividend will be
paid on the 262,752,025 shares cum dividend January1, 2009
that made up the share capital on December31, 2009. No dividend
will be paid on shares held in treasury on the payment date; the
corresponding amounts will be allocated to retained earnings. The
dividend will be paid out of profi t available for distribution in an
amount of EUR 785,865,302.82, consisting of:
•profi t for the year of EUR 475,753,436.55,
•less the statutory allocation to the legal reserve of
EUR 12,261,116.80,
•plus retained earnings of EUR 322,372,983.07.
The dividend payment will total EUR 538,641,651.20 million. The
remaining profi t available for distribution will be allocated to retained
earnings.
If our recommendation is approved, shareholders will be given
the option of receiving their dividend in cash or reinvesting their
dividend in Schneider Electric shares on the basis of EUR 2.05-
worth of new shares. Shareholders may request reinvestment from
their stockbroker or bank at any time between May4, 2010 (the
ex-dividend date) and the close of business on May19, 2010.
Shareholders who elect to receive their dividend in cash will be paid
in euros on June1, 2010. Shares purchased under the reinvestment
option will also be settled on June1, 2010.
If our recommendation is approved, the price of the shares
purchased by reinvesting the dividend will be equal to 90% of the
average opening price quoted on the NYSE-Euronext Paris stock
exchange over the twenty trading sessions preceding the date of
this Meeting, less the amount of the dividend.
If the amount of the reinvested dividend does not correspond to a
whole number of shares, the shareholder may:
•purchase the next higher whole number of shares by paying the
difference in cash when the reinvestment option is exercised; or
•purchase the next lower whole number of shares and receive the
difference in cash.
Shares purchased under the reinvestment option carry dividend
rights from January1, 2010.
For individual shareholders who pay income tax in France, a social
security tax of 12.1% will be charged on the gross dividend.
After the standard 40% deduction, o nly 60% of the dividend after
social security tax will be included in their taxable income, less:
•any deductible charges and expenses; and
•an annual tax deduction of EUR 1,525 for single, widowed or
divorced persons or couples fi ling separately or EUR 3,050 for
couples who fi le a joint tax return.
Shareholders who are eligible for the 40% deduction and the annual
tax deduction are also eligible for a tax credit on total dividend
income from all sources, equal to 50% of the dividend after social
security tax and before deductions. The tax credit is capped at
EUR 115 for single, divorced or widowed persons and EUR 230 for
couples who fi le a joint 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.
Shareholders may also choose to pay an 18% withholding tax on
the dividend after social security tax. In this case, the deductions
and tax credits described above will not apply.
We remind you that dividends paid by Schneider Electric SA for the
last three years were as follows:
2006 2007 2008
Dividend (1) 3.00 3.30 3.45
(1) Full dividend eligible for a 40% deduction for individuals
resident in France as of January1, 2006, 2007 and 2008.
Nonon-eligible dividends were distributed in those years.