Connect - Schneider Electric

8 MANAGEMENT
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
BOARD REPORT
> 1. Management Board report
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 2011, as presented, which show a net profi t of
EUR2,603.7 million.
Approval of the consolidated financial
statements
- second resolution -
We ask you to approve the transactions and consolidated fi nancial
statements for the year 2011, as presented, which show a net profi t
for the Group of EUR1,820 million.
Distribution: payment of a dividend of EUR1.70
per share
- third resolution -
We recommend a dividend of EUR1.70 per EUR4 pe r value share.
This represents a distribution rate of almost 50% of net profi t for the
Group. The dividend will be paid on May 16, 2012 on 548,943,024
shares holding dividend rights on January 1, 2011 that made up the
capital on December 31, 2011. No dividend will be paid on treasury
shares 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 of EUR96,496,292.01;
• net income for the year of EUR2,603,738,064.30;
• less the statutory allocation to the legal reserve of
EUR2,009,936.80;
and amounting to EUR2,698,224,419.51.
The dividend payment will total EUR933,203,140.80; 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 13.5% will be charged on the gross dividend.
After applying a 40% (uncapped) allowance, only 60% of the
dividend amount net of social security tax will be included in taxable
income, less:
• any deductible charges and expenses; and
• an annual allowance of EUR1,525 for single, widowed or
divorced persons or couples fi ling separately or EUR3,050 for
couples who fi le a joint tax return.
260 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
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.
Shareholders may also choose to pay a withholding tax (at 21%)
on the full dividend amount with no allowances. In this case, the
allowances and tax credits described above will not apply.
Dividend payments for the last three years were as follows:
2008 2009 2010
Dividend paid per share of
EUR8 par value (1) Dividend paid per share
adjusted for a two-for-one
3.45 2.05 3.20
share split (2) 1.725 1.025 1.60
(1) The full dividend is eligible for a 40% deduction for individuals
resident in France. N on-eligible dividends have been
distributed.
(2) The two-for-one share split effective on September 2, 2011.
Agreements and obligations governed by
articles L.225-86 and L.225-90-1 of the French
Commercial Code
- fourth and fifth resolutions -
We request you to approve the agreements and regulated
obligations presented in the Statutory Auditor’s report drawn up
pursuant to article L.225-88 of the French Commercial Code,
regarding:
• the adaptation of the top-hat defi ned benefi t pension plan for the
French Group’s senior executives allowed to the Management
Board members;
• the agreements and obligations to Mr Jean-Pascal Tricoire,
approved by the General Shareholder’s Meeting on April 23,
2009, which must be approved once more by the Assembly
under the TEPA Act.
The adaptation of the top-hat defined benefit
pension plan for the French Group’s senior
executives (4th resolution)
The Group’s senior executives affi liated to the French Social
Security systems are the Management Board members that benefi t
from a top-hat defi ned benefi t pension plan – article 39 –. This plan
presented on page 125 set up a pension of a maximum amount
equal to 60% of the difference between the average remuneration
of the last three years (“reference salary”) and the total of external