APC 2015 Annual Report Download - page 322

2015 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC320
ANNUAL SHAREHOLDERS’ MEETING
8DRAFT RESOLUTIONS
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5. Draft resolutions
5.1 Ordinary Meeting
FIRST RESOLUTION
(Approval of the corporate financial
statements for the 2015 financial year)
The Shareholders’ Meeting, acting in accordance with the quorum
and majority requirements for Ordinary Meetings, having heard the
board of directors’ report on the Company fi nancial statements
and the statutory auditors’ report, approves the corporate fi nancial
statements for the 2015 fi nancial year as presented, as well as the
transactions refl ected in these statements or summarized in such
reports showing a loss of EUR52,585,290.08.
SECOND RESOLUTION
(Approval of consolidated financial
statements for the 2015 financial year)
The Shareholders’ Meeting, acting in accordance with the quorum
and majority requirements for Ordinary Meetings, having heard
the board of directors’ report on the Company consolidated
statements and the statutory auditors’ report, approves the
corporate consolidated statements for the 2015 fi nancial year as
presented, as well as the transactions refl ected in these statements
or summarized in such reports.
THIRD RESOLUTION
(Allocation of income
for the financial year, setting the coupon
and drawing from issue premiums)
The Shareholders’ Meeting, acting in accordance with the quorum
and majority requirements for Ordinary Meetings, at the proposal of
the board of directors:
(i) after noting the negative impact on retained earnings of
€4,511,520.00 and the fact that income for the fi nancial year
shows a loss of €52,585,290.08, decides to allocate the amount
of retained earnings and the loss for the fi nancial year to issue
premiums relating to the contribution of Legrand shares;
(ii) decides, the distribution to the 588,734,472 shares at a par
value of EUR4 comprising the share capital of December31,
2015, and a dividend payment as of January1, 2015, at EUR2
per share, and as a result sets at EUR1,177,468,944 the amount
to withhold from issue premiums relating to the contribution of
Legrand shares which, after allocation of retained earnings and
the fi nancial year loss total EUR2,545 ,972 ,683 .52, to proceed
with this distribution.
Issue premiums relating to the
contribution of Legrand shares €2,603,069,493 .60
Net loss €52,585,290.08
Retained earnings €(4,511,520.00)
Distribution amount €1,177,468,944.00
Amount of issue premiums relating
to the contribution of Legrand shares
after allocation of retained earnings and
fi nancial year loss, and withholding from
the distribution. €1,368 ,503 ,739 .52
Fiscally, it is specifi ed that this distribution of EUR2 per share for tax
purposes is considered a reimbursement of a contribution, non-
taxable for individual shareholders resident in France, in accordance
with Article112-1 of the French Tax Code, because any earnings
and reserves other than the legal reserve have already been
distributed.
Dividends paid by Schneider Electric SE in respect of the three
most recent fi nancial years are as follows:
2012 2013 2014
1.87 1.87 1.92
FOURTH RESOLUTION
(Information regarding agreements
and regulated obligations undertaken
during previous financial years)
The Shareholders’ Meeting, acting in accordance with the quorum
and majority requirements for Ordinary Meetings, takes due note
of the information presented in the report of the statutory auditors
regarding agreements and regulated obligations undertaken during
previous fi nancial year(s) and approved by the Shareholders’
Meeting.
FIFTH RESOLUTION
(Opinion on elements of the compensation
due or awarded in respect of the 2015
financial year to Mr.Jean-PascalTricoire)
The Shareholders’ Meeting, acting in accordance with the quorum
and majority requirements for Ordinary Meetings, consulted
pursuant to the recommendation of Paragraph24.3 of the AFEP/
MEDEF corporate governance guidelines of November 2015,
which constitutes the Company’s code of reference in application of
ArticleL.225-37 of the French Commercial Code, hereby issues a
favorable opinion on the elements of compensation due or awarded
in respect of the 2015 fi nancial year to Mr.Jean-Pascal Tricoire as
presented in the board of directors’ report to the Shareholders’
Meeting.