APC 2012 Annual Report Download - page 300

298 2012 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
8RESOLUTIONS
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5. Resolutions
Ordinary Meeting
FIRST RESOLUTION
(Approval of the 2012 Parent Company
Financial Statements)
The Shareholders, acting on the basis of the quorum and majority
requirements applicable to ordinary shareholder meetings, having
heard the Report of the Management Board, noting the Supervisory
Board’s comments on the Management Board’s Report and on the
c ompany fi nancial statements of the Company and the Report of
the Statutory Auditors, hereby resolve to approve the c ompany
fi nancial statements for fi nancial year 2012, as presented thereto,
as well as the transactions refl ected in such fi nancial statements,
or summarized in such Reports and showing net income of
EUR225,115,148.73.
SECOND RESOLUTION
(Approval of the 2012 Consolidated Financial
Statements)
The Shareholders, acting on the basis of the quorum and majority
requirements applicable to ordinary shareholder meetings, having
heard the Report of the Management Board, noting the Supervisory
Board’s comments on the Management Board’s Report and on the
Company’s Consolidated Financial Statements and the Report of
the Statutory Auditors, hereby resolve to approve the Consolidated
Financial Statements for fi nancial year 2012, as presented thereto,
as well as the transactions refl ected in such fi nancial statements, or
summarized in such Reports.
THIRD RESOLUTION
(Allocation of Net Income for the Financial Year
and Declaration of a Dividend)
The Shareholders, acting on the basis of the quorum and majority
requirements applicable to ordinary shareholder meetings, on the
recommendation of the Management Board, hereby resolve to
allocate distributable net income for fi nancial year 2012, on the
basis of 555,774,434shares outstanding as of 31January 2013,
in light of:
(i) retained earnings for the preceding fi nancial year of
EUR1,779,581,154.11;
(ii) net income for the year of EUR225,115,148.73;
(iii) less the statutory charge of EUR2,589,596.00 to reconstitute
the legal reserve;
amounting to a total of EUR2,002,106,706.84, as follows:
Share dividend EUR1,039,298,191.58
Retained earnings EUR962,808,515.26
TOTAL EUR2 ,002,106,706.84
Accordingly, the Shareholders hereby resolve to declare and pay a
dividend of EUR1.87 per share for each share, nominal value EUR4
per share, for shares carrying dividend rights as of January 1, 2012.
The full dividend hereby declared shall be eligible for the 40%
allowance for individuals domiciled in France, as set forth in Article
158-3 2° of the French Tax Code.
The Shareholders further resolve that the unpaid amounts refl ecting
the dividend attributable to shares held in the Company’s treasury
on the dividend payment date are to be allocated to retained
earnings.
There is no income distributed or paid in connection with this
Shareholders’ Meeting other than the dividend declared above,
whether or not eligible for the 40% allowance set forth in 2° of 3 of
Article158 of the French Tax Code.
Dividends paid by Schneider Electric SA in respect of the three
most recent fi nancial years are as follows:
2009 2010 2011
Net dividend paid per share
restated to refl ect division
ofthe par value by 2(1)(2) 1.025 1.60 1.70
(1) The full dividend is eligible for a 40% allowance for individuals
resident in France for tax purposes. The Company paid no
dividends that were ineligible for the allowance.
(2) The stock split (division of the par value) took effect on
September 2, 2011.
FOURTH RESOLUTION
(Approval of Agreements with Related Parties
in 2012 Relating to the Top Hat Defined
Pension Plan Applicable to Members of the
Management Board and to the Chairman of the
Supervisory Board)
The Shareholders, acting on the basis of the quorum and majority
requirements applicable to ordinary shareholder meetings, having
heard the Report of the Management Board and the Special
Report of the Statutory Auditors presented under and pursuant
to Article L.225-88 of the Code of Commerce on the agreements
described in Articles L.225-86, L.225-90-1 and L.225-79-1 of
such Code, hereby resolve to approve the agreements presented
in such Reports relating to the Top Hat Pension Plan with defi ned
contributions applicable to members of the Management Board
and to the Chairman of the Supervisory Board and take note of
the information relating to the agreements and commitments
undertaken during previous fi nancial years and approved by the
Shareholders at a General Meeting thereof relating to such Plans.