APC 2009 Annual Report Download - page 234

2009 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC232
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
8RESOLUTIONS
Unpaid dividends on shares held in treasury as of the ex-dividend
date will be allocated to retained earnings.
Apart from the dividend described above, no other amounts eligible
or not eligible for the 40% deduction provided for in article158-3-2
of the French Tax Code will be distributed.
Dividend payments 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 have been distributed.
Shareholders shall be given the option of reinvesting their dividend
in Schneider Electric shares, on the basis of EUR 2.05-worth of new
shares for each share owned, by requesting 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, after the close of the dividend
reinvestment period.
In accordance with the law, 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 will be settled on
June1, 2010 and carry dividend rights from January1, 2010.
The Management Board shall have full powers to implement this
resolution, to place the resulting capital increase on record and to
amend the Company’s bylaws to refl ect the new capital.
Fourth resolution
(Approval of the report on regulated agreements signed
in 2009 and previous years)
The General Meeting, acting with the quorum and majority required
for ordinary General Meetings and having heard the Auditors’
special report on agreements governed by articlesL. 225-38, L.225-
86, L.225-90-1, and L.225-79-1 of the French Commercial Code,
notes the agreements signed and commitments made in 2009 and
previous years, as presented in this report.
Fifth resolution
(Approval of decision to allow Emmanuel Babeau to join
the top-hat pension plan for French senior executives)
The General Meeting, acting with the quorum and majority required
for ordinary General Meetings and having heard the report of the
Management Board and the Auditors’ special report on agreements
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 decision to allow
Emmanuel Babeau to join the top-hat pension plan provided to
Schneider Electric’s French senior executives.
Sixth resolution
(Re-election of Henri Lachmann as a member
of the Supervisory Board)
The General Meeting, acting with the quorum and majority required
for ordinary General Meetings, re-elects Henri Lachmann as a
member of the Supervisory Board for a period of two years, expiring
at the close of the Annual Shareholders’ Meeting to be called in
2012 to approve the 2011 fi nancial statements.
Seventh resolution
(Re-election of Serge Weinberg as a member
of the Supervisory Board)
The General Meeting, acting with the quorum and majority required
for ordinary General Meetings, re-elects Serge Weinberg 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
2014 to approve the 2013 fi nancial statements.
Eighth resolution
(Re-election of Gérard de la Martinière as a member
ofthe Supervisory Board)
The General Meeting, acting with the quorum and majority required
for ordinary General Meetings, re-elects Gérard de la Martinière 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
2014 to approve the 2013 fi nancial statements.
Ninth resolution
(Re-election of Noël Forgeard as a member
of the Supervisory Board)
The General Meeting, acting with the quorum and majority required
for ordinary General Meetings, re-elects Noël Forgeard 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 2014 to
approve the 2013 fi nancial statements.
Tenth resolution
(Re-election of Cathy Kopp as a member
of the Supervisory Board)
The General Meeting, acting with the quorum and majority required
for ordinary General Meetings, re-elects Cathy Kopp 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 2014 to
approve the 2013 fi nancial statements.
Eleventh resolution
(Re-election of James Ross as a member
of the Supervisory Board)
The General Meeting, acting with the quorum and majority required
for ordinary General Meetings, re-elects James Ross as a member
of the Supervisory Board for a period of two years, expiring at the
close of the Annual Shareholders’ Meeting to be called in 2012 to
approve the 2011 fi nancial statements.