APC 2012 Annual Report Download - page 274

272 2012 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
8MANAGEMENT BOARD REPORT TO THE COMBINED ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
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1. Management Board Report
to the Combined Annual and
Extraordinary Shareholders’
Meeting
Ordinary Meeting
Approval of the financial statements
- first resolution -
We ask you to approve the transactions and fi nancial statements
for the year 2012, as presented, which show a net profi t of
EUR225million.
Approval of the consolidated financial
statements
- second resolution -
We ask you to approve the transactions and consolidated fi nancial
statements for the year 2012, as presented, which show a net profi t
for the Group of EUR1,840million and net income adjusted for the
exceptional charge for goodwill impairment of EUR2,023 million.
Distribution: payment of a dividend of EUR1.87
per share
- third resolution -
We recommend a dividend of EUR1.87 per share with a nominal
value of EUR4. This dividend, which is an increase of 10% over the
dividend paid in 2012, represents a payout ratio of approximately
50% of the Group share net income adjusted for the exceptional
charge for goodwill impairment. The dividend will be paid on May7,
2013 on 555 ,775,434shares holding dividend rights on January1,
2012 that made up the capital on January31, 2013. 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 from the previous fi nancial year at
EUR1,779,581,154.11;
•net income for the year of EUR225,115,148.73;
•less the statutory allocation to the legal reserve of
EUR2,589,596.00;
and amounts to EUR2,002,106,706.84.
The dividend payment will total EUR1,039,298,191.58; 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 15.5% will be charged on the gross dividend.
Article 9-I-B of the 2013 Finance Act eliminated the option of a fl at-
rate withholding tax. Consequently, dividends are now required to
be subject to the progressive income tax rate.
After applying a 40% (uncapped) allowance, only 60% of the
dividend amount will be included in taxable income, less any
deductible charges and expenses, including social security tax.
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.
In addition, Article 9-I-B of the 2013 Finance Act introduced a
mandatory withholding tax of 21%. This tax will be an prepayment
on 2013 income taxes declared in 2014. If it exceeds the amount of
taxes due, the excess will be refunded.
Nevertheless, individuals belonging to a household whose taxable
income for 2011 is less than EUR50,000 with the status of single,
divorced or widowed, and EUR75,000 for couples who fi le a joint
tax return, can request exemption from this levy.
To this end, under their responsibility, they make their application for
exemption by producing, to those who ensure payment, a sworn
statement indicating that their reference taxable income listed on
their tax form established under income for the year before last year
shows income lower than the thresholds indicated.
For dividends to be paid in 2013, the application must be submitted
at the latest on March31, 2013 on the basis of the 2011 reference
taxable income. For dividends to be paid in 2014, the application for
exemption must be submitted at the latest on December31, 2013
on the basis of the 2012 reference taxable income.
Dividend payments made by Schneider Electric SA for the last three
years were as follows:
2009 2010 2011
Dividend paid per share
adjusted for the division by
two of the par value (1) (2) 1.025 1.60 1.70
(1) The full dividend is eligible for a 40% deduction for individuals
resident in France. No non-eligible dividends have been
distributed.
(2) The two-for-one share split took place on September 2, 2011.
Agreements governed by articles L.225-86
and L.225-90-1 of the French Commercial
Code
- fourth and fifth resolutions -
We request that you approve the agreements presented in the
statutory auditor’s report drawn up pursuant to Article L.225-88 of
the French Commercial Code. The agreements are: