APC 2010 Annual Report Download - page 278

ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
8RESOLUTIONS
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4. Resolutions
Resolutions to be voted on at Ordinary Meeting
First resolution
(Approval of 2010 parent company financial
statements)
The Shareholders’ Meeting, acting with the quorum and majority
required for Ordinary Shareholders’ Meetings, having heard the
reports of the Management Board and of the Statutory 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 financial
statements for the year ended December31, 2010 as presented
to it. These fi nancial statements show a net profi t for the year of
EUR702.9million.
Second resolution
(Approval of 2010 consolidated financial
statements)
The Shareholders’ Meeting, acting with the quorum and majority
required for Ordinary Shareholders’ Meetings, having heard the
reports of the Management Board and of the Statutory Auditors,
and noting the Supervisory Board’s comments on the Management
Board’s report and on the parent company consolidated fi nancial
statements, approves the parent company consolidated fi nancial
statements for the year ended December31, 2010 as presented
to it.
Third resolution
(Appropriation of profit for the year, dividend)
The Shareholders’ Meeting, acting with the quorum and majority
required for Ordinary Shareholders’ Meetings, resolves, on
the basis of the number of shares as of December31, 2010 of
271,959,091shares, to appropriate as set out below income
available for distribution, consisting of:
(i) Retained earnings of EUR256,680,990.42;
(ii) Net income for the year of EUR702,982,338.39;
(iii) Less the statutory allocation to the legal reserve of
EUR7,365,652.80;
representing a total amount to be appropriated of
EUR952,297,676.01.
To the payment of a dividend EUR870,269,091.20
Retained earnings EUR82,028,584.81
Total EUR952,297,676.01
The dividend will amount to EUR3.20 for each of the EUR8 par value
shares carrying dividend rights from January 1, 2010.
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 provided
for in Article117 quater of the French Tax Code.
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:
2007 2008 2009
Dividend(1) 3.30 3.45 2.05
(1) The full dividend is eligible for a 40% deduction for individuals
resident in France. No non-eligible dividends have been distributed.
Fourth resolution
(Approval of the report on regulated
agreements signed in previous years)
The Shareholders’ Meeting, acting with the quorum and majority
required for Ordinary Shareholders’ Meetings and having heard
the Statutory 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 previous years, as presented in this report.
Fifth resolution
(Ratification of the co-optation of MrAnand
Mahindra and his appointment as a member of
the Supervisory Board)
The Shareholders’ Meeting, acting with the quorum and majority
required for Ordinary Shareholders’ Meetings, ratifi es the co-optation
of MrAnand Mahindra as a member of the Supervisory Board with
effect from October19, 2010 and appoints him as a member of
the Supervisory Board for the remaining period of his predecessor,
expiring at the close of the Shareholders’ Meeting to be called in
2012 to approve the 2011 fi nancial statements.
2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC276