APC 2011 Annual Report Download - page 262

260 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
8MANAGEMENT BOARD REPORT
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
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1. Management Board report
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 2011, as presented, which show a net profi t of
EUR2,603.7million.
Approval of the consolidated financial
statements
- second resolution -
We ask you to approve the transactions and consolidated fi nancial
statements for the year 2011, as presented, which show a net profi t
for the Group of EUR1,820million.
Distribution: payment of a dividend of EUR1.70
per share
- third resolution -
We recommend a dividend of EUR1.70 per EUR4 pe r value share.
This represents a distribution rate of almost 50% of net profi t for the
Group. The dividend will be paid on May16, 2012 on 548,943,024
shares holding dividend rights on January1, 2011 that made up the
capital on December31, 2011. No dividend will be paid on treasury
shares 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 EUR96,496,292.01;
•net income for the year of EUR2,603,738,064.30;
•less the statutory allocation to the legal reserve of
EUR2,009,936.80;
and amounting to EUR2,698,224,419.51.
The dividend payment will total EUR933,203,140.80; the remaining
profi t available for distribution in euros will be allocated to retained
earnings.
For individual shareholders who pay income tax in France, a social
security tax of 13.5% will be charged on the gross dividend.
After applying a 40% (uncapped) allowance, only 60% of the
dividend amount net of social security tax will be included in taxable
income, less:
•any deductible charges and expenses; and
•an annual allowance 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% allowance. 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 withholding tax (at 21%)
on the full dividend amount with no allowances. In this case, the
allowances and tax credits described above will not apply.
Dividend payments for the last three years were as follows:
2008 2009 2010
Dividend paid per share of
EUR8 par value (1) 3.45 2.05 3.20
Dividend paid per share
adjusted for a two-for-one
share split
(2) 1.725 1.025 1.60
(1) The full dividend is eligible for a 40% deduction for individuals
resident in France. N on-eligible dividends have been
distributed.
(2) The two-for-one share split effective on September2, 2011.
Agreements and obligations governed by
articlesL.225-86 and L.225-90-1 of the French
Commercial Code
- fourth and fifth resolutions -
We request you to approve the agreements and regulated
obligations presented in the Statutory Auditor’s report drawn up
pursuant to article L.225-88 of the French Commercial Code,
regarding:
•the adaptation of the top-hat defi ned benefi t pension plan for the
French Group’s senior executives allowed to the Management
Board members;
•the agreements and obligations to Mr Jean-Pascal Tricoire,
approved by the General Shareholder’s Meeting on April 23,
2009, which must be approved once more by the Assembly
under the TEPA Act.
The adaptation of the top-hat defined benefit
pension planfor the French Group’s senior
executives (4th resolution)
The Group’s senior executives affi liated to the French Social
Security systems are the Management Board members that benefi t
from a top-hat defi ned benefi t pension plan – article39 –. This plan
presented on page125 set up a pension of a maximum amount
equal to 60% of the difference between the average remuneration
of the last three years (“reference salary”) and the total of external