APC 2015 Annual Report Download - page 294

2015 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC292
ANNUAL SHAREHOLDERS’ MEETING
8REPORT OF THE BOARD OF DIRECTORS TO THE COMBINED ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
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1. Report of the board of directors
to the Combined Annual and
Extraordinary Shareholders’
Meeting
1.1 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 2015, as presented, which show a net loss of EUR52.6 million.
This loss is a result of the policy implemented by your company
since 2013 to strengthen the company’s equity from its wholly-
owned subsidiary Schneider Electric Industries SAS. In effect, your
company, which has EUR10billion in equity, opts to leave at the level
of Schneider Electric Industries SAS, which owns all of the entities
which form the Group, any dividends and fi nancial income that the
latter receives from its own subsidiaries in order to allow it to have an
appropriate level of equity .
Approval of the consolidated financial
statements – Second Resolution
We request that you approve the transactions and consolidated
fi nancial statements for the year 2015, as presented, which show
net income for the Group of EUR1, 407million and an adjusted net
income from non-recurring items (asset impairment, restructuring
costs, gains and losses linked to business disposals…) of
EUR2,119million.
Distribution: appropriation of income,
withholding on share premiums and setting of
acoupon of EUR2 per share - Third Resolution
We recommend offsetting the loss from the fi nancial year and the
losses carried forward on issue premiums associated with the
contribution of Legrand shares.
We also recommend a distribution of EUR2 per EUR4 par nominal
value share, which represents a distribution rate 53.2% of the
Group’s net adjusted income. It will be paid on May9, 2016 on
588,734,472 shares with dividend rights on January1, 2015 that
made up the capital on December31, 2015. No dividend will be
paid on shares held in treasury by the company on the payment
date.
This distribution which amounts to EUR1,177,468,944 shall be
drawn from issue premiums relating to the transfer of Legrand
shares.
The distribution will be paid on May 9, 2016, according to the
following schedule:
Coupon ex-date Thursday, May 05, 2016
Record date Friday, May 06, 2016
Coupon payment date Monday, May 09, 2016
For individual shareholders resident for tax purposes in France, the
distribution of EUR2 per share constitutes contribution repayment.
On this basis, it cannot be imposed for income tax, in application
of Article112-1° of the French Tax Code, because all earnings and
reserves other than the legal reserve have otherwise been allocated.
Shareholders are invited to consult their usual advisors for any
further precision regarding the applicable tax regime.
Dividends paid by Schneider Electric SA in respect of the three
most recent fi nancial years are as follows:
EUR 2012 2013 2014
Net dividend paid per share in EUR 1.87 1.87 1.92
Agreements regulated by articlesL.225-38
and L. 225-42-1 – Fourth Resolution
We ask you to take note of the statutory auditor’s report on
regulated agreements and obligations prepared in accordance
with Article R.225-40 of the French Commercial Code regarding
the implementation during the fi nancial year of agreements
and obligations already approved by the Annual Shareholders’
Meeting . These agreements and obligations mainly concern the
compensation of the Lead Director and the status of Jean-Pascal
Tricoire and Emmanuel Babeau.