APC 2009 Annual Report Download - page 233

2009 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 231
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
8
RESOLUTIONS
Our responsibility is to express an opinion on the fairness of fi gures
taken from the fi nancial statements, on the proposal to cancel
shareholders’ pre-emptive subscription right, and on certain other
information included in this report.
We performed the procedures we deemed necessary to conduct
this mission in accordance with the professional guidelines of the
French Institute of Statutory Auditors (CNCC). Those standards
require that we perform procedures to check the content of the
report drawn up by the Management Board concerning these
transactions and the methods used to determine the share issue
price.
We have no matters to report concerning the method for
determining the issue price as described in the Management
Board report, contingent upon our fi nal review of the terms of the
proposed capital increase.
Since the issue price has not yet been set, we cannot formulate an
opinion on the fi nal conditions under which the share issue will be
carried out, and consequently have no opinion on the proposal to
cancel shareholders’ pre-emptive subscription right,
Should this resolution be approved and as required by articleR.225-
116 of the French Commercial Code, we will prepare an additional
report at the time the capital increase(s) is (are) carried out by the
Management Board.
Neuilly-sur-Seine and Courbevoie, February25, 2010
The Statutory Auditors
Ernst & Young et Autres Mazars
Yvon SALAÜN Pierre SARDET
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4. Resolutions
Resolutions to be voted on in Annual Meeting
First resolution
(2009 parent company fi nancial statements)
The General Meeting, acting with the quorum and majority 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 Management Board’s report and on the
parent company fi nancial statements, approves the transactions
and parent company fi nancial statements for the year ended
December 31, 2009, as presented by the Management Board.
These fi nancial statements show a net profi t for the year of
EUR 475,753,436.55.
Second resolution
(2009 consolidated fi nancial statements)
The General Meeting, acting with the quorum and majority 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 Management Board’s report and on the
consolidated fi nancial statements, approves the transactions and
consolidated fi nancial statements for the year ended December31,
2009, as presented by the Management Board.
Third resolution
(Appropriation of profi t for the year, dividend
anddividend reinvestment option)
The General Meeting, acting with the quorum and majority required
for ordinary General Meetings, approves the Management Board’s
recommendations and accordingly resolves to appropriate as set
out below income available for distribution, consisting of:
(iv) Retained earnings of EUR 322,372,983.07
(v) Net income for the year of EUR 475,753,436.55
(vi) Less the statutory allocation to the legal reserve of
EUR 12,261,116.80
representing a total amount to be appropriated of EUR 785,865,302.82
To the payment of a dividend €538,641,651.20
To retained earnings €247,223,651.62
Total €785,865,302.82
The dividend will amount to EUR 2.05 for each of the 262,752,025
EUR 8 par value shares carrying rights to the 2009 dividend that
were outstanding at December31, 2009.
The full dividend will be eligible for the 40% deduction for individuals
resident in France provided for in article158-3-2 of the French Tax
Code. This deduction will not apply if the shareholder has chosen to
pay the fl at-rate withholding tax on his or her dividends, as provided
for in article117 quater of the French Tax Code.