APC 2010 Annual Report Download - page 264

ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
8MANAGEMENT BOARD’S REPORT TOTHE ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
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1. Management Board’s report
tothe Annual and Extraordinary
Shareholders’ Meeting
Resolutions to be voted on inOrdinary Meeting
Approval of the parent company financial
statements
- first resolution -
We ask you to approve the transactions and fi nancial statements
for the year 2010, as presented, which show net profit of
EUR702.9million.
Approval of the consolidated financial
statements
- second resolution -
We ask you to approve the consolidated fi nancial statements for the
year 2010, as presented, which show net profi t attributable to equity
holders of the parent of EUR1,720million.
Distribution: and payment of a dividend of
EUR3.20 per share
- third resolution -
We recommend a dividend of EUR3.20 per EUR8 par value share,
representing a 50% payout of net profi t. The dividend will be paid
on the 271,959,091shares carrying rights on January1, 2010 that
made up the share capital on December31, 2010. 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,
consisting of:
•retained earnings of EUR256,680,990.42;
•profi t for the year of EUR702,982,338.39;
•less the statutory allocation to the legal reserve of
EUR7,365,652.80;
and amounts to EUR952,297,676.01.
The dividend payment will total EUR870,269,091.20. The remaining
profi t available for distribution will be allocated to retained earnings.
For individual shareholders who pay income tax in France, a social
security tax of 12.3% will be charged on the gross dividend.
After the standard 40% deduction, only 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 EUR1,525 for single, widowed or
divorced persons or couples fi ling separately or EUR3,050 for
couples who fi le 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.
Shareholders may also choose to pay a 19% 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:
2007 2008 2009
Dividend(1) 3.30 3.45 2.05
(1) Full dividend eligible for a 40% deduction for individuals resident
in France as of January1, 2007, 2008 and 2009. No non-eligible
dividends were distributed in those years.
Agreements governed by articles L.225-38
and L.225-86 of the French Commercial Code
-fourthresolution -
We ask you to note the following regulated agreements signed
in 2010 or a previous year, governed by articles L.225-38 and
L.225-86 of the French Commercial Code:
•the shareholders’ agreement with AXA Group concerning cross-
shareholdings between AXA and Schneider Electric authorised
by the Board of Directors on January6, 2006;
•measures defi ning Mr. Jean-Pascal Tricoire’s new status. In
accordance with AFEP/MEDEF guidelines, MrTricoire resigned
from his service contract when he was reappointed Chairman
of the Management Board. MrTricoire’s new status, which took
effect on May 3, 2009, was approved by the Shareholders’
Meeting. Under the terms of the agreement (described in
the report on corporate governance on pages 126 and 127),
MrJean-Pascal Tricoire:
–benefi ts from the top-hat pension plan for the Group senior
executives, the Schneider Electric SA employee benefi t plan
and the supplementary health, disability and death coverage
available to the Group’s senior executives;
–is bound by a non-compete agreement;
–is entitled to compensation in the event of termination, capped
at 24months of his target remuneration taking into account
compensation provided for in the non-compete agreement
described above and provided that he resigns, is terminated
2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC262