APC 2014 Annual Report Download - page 323

SHAREHOLDERS’ MEETING
DRAFT RESOLUTIONS
Draft resolutions 5.
Ordinary Meeting
FIRST RESOLUTION Net income EUR341,123,875.33
(Approval of the parent company financial Retained earnings EUR(15,003,792.00)
statements for the 2014 financial year)
Distributable earnings for the year EUR326,120,083.33
The Shareholders’ Meeting, acting in accordance with the quorum
Charge on issue premiums
relating to the contribution of
EUR796,486,909.31Legrand shares
and majority requirements for ordinary meetings, having heard the
board of directors’ report on the Company financial statements,
and the Statutory Auditors' report, approves the corporate financial
Total dividend amount EUR1,122,606,992.64
statements for the 2014 financial year as presented, as well as the
transactions reflected in these statements or summarized in such
reports showing a benefit of EUR341,123,875.33. From a tax standpoint, it is specified that the breakdown of this
distribution of EUR1.92 per share is as follows:
SECOND RESOLUTION
at EUR0.56, the dividend entitles individual shareholders
l
resident in France for tax purposes, to an allowance of 40%
(Approval of consolidated financial statements
calculated based on their full amount pursuant to article158-3
for the 2014 financial year)
2° of the French Tax Code;
The Shareholders’ Meeting, acting in accordance with the quorum at EUR1.36, deducted from issue premiums, this distribution is
l
and majority requirements for ordinary meetings, having heard the for tax purposes considered a reimbursement of a contribution,
board of directors’ report on the Company consolidated which is non-taxable for individual shareholders resident in
statements, and the Statutory Auditors' report, approves the France, in accordance with article112-1° of the French Tax
corporate consolidated statements for the 2014 financial year as Code, because any earnings and reserves other than the legal
presented, as well as the transactions reflected in these reserve have already been distributed.
statements or summarized in such reports. Dividends paid by Schneider Electric SE in respect of the three
THIRD RESOLUTION
most recent financial years are as follows:
2011 2012 2013
(Allocation of income for the financial year,
1.70 1.87 1.87
setting the dividend and drawing from issue
premiums)
FOURTH RESOLUTION
The Shareholders’ Meeting, acting in accordance with the quorum
and majority requirements for ordinary meetings, as proposal by
(Approval of the regulated agreements entered
the board of directors:
into in 2014– compensation of the
after taking into account that negative retained earnings total(i)
Vice-Chairman Lead-Director, and information
EUR15,003,792.00, decides to affect the amount of retained
on agreements and commitments made in prior
earnings to this year’s profits, which sets the total
distributable profit at EUR326,120,083.33; years).
decides to bring the total amount distributed to(ii)
The Shareholders’ Meeting, acting in accordance with the quorum
EUR1,122,606,992.64 through withdrawing
and majority requirements for ordinary meetings, having
EUR796,486,909.31 from issue premiums relating to the
considered the board of directors’ report and the Statutory
contribution of Legrand shares and as a result, set the
Auditors’ special report submitted pursuant to the provisions of
distribution to the 584,691,142 shares at a par value of
articleL.225-40 of the French Commercial Code on the
EUR4 comprising the share capital of December31, 2014,
agreements referred to in articleL.225-38 of said Code, approves
and a dividend payment as of January1, 2014 at EUR1.92
the agreement presented in these reports concerning the
per share.
compensation of the Vice-Chairman for his duties as Lead Director,
and takes note of information concerning the agreements and
commitments made in prior years and approved by the
Shareholders’ Meeting.
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2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC