A4 APPENDIX Appendix 4 R APPENDIX 4 Board of Directors Report Presentation of the agenda for the combined Ordinary and Extraordinary General Meeting of May 27, 2014 This document outlines the key issues in the draft resolutions Appropriation of earnings and determination submitted by your Board of Directors to the General Meeting of of dividend (3 rd resolution) Shareholders called for May 27, 2014. As a result, it is not exhaustive In the third resolution, you will vote on appropriating the and cannot replace a careful review of the draft resolutions before Company’s earnings and determining a dividend. The proposal you exercise your voting rights at the Meeting. before you is as follows: For your information, no new agreement within the scope of Article W after you have observed that the Company’s net book profi t L. 225-38 of the French Commercial Code was entered into during for the fi nancial year ended December 31, 2013 amounts to the fi nancial year ended December 31, 2013. You may consult the €211,074,038.98; special auditors’ report on agreements and commitments entered W €10,553,701.95 of this net profi t would be appropriated to the into between the Company and the members of its Board of legal reserve; Directors in previous fi nancial years and continued to be performed during the fi nancial year ended December 31, 2013. Please bear in W with the result that, factoring in retained earnings from mind, however, that in accordance with recommendation No. 2012- previous years amounting to €122,729,067.96, the amount 05 of the French Financial Markets Authority (Autorité des Marchés available for distribution in respect of the fi nancial year ended Financiers), dated July 2, 2012, previously authorized and approved December 31, 2013 would be €323,249,404.99. agreements and commitments will not be submitted for the approval Your Board has therefore proposed that you distribute a dividend of the General Meeting called for May 27, 2014. amounting to €1.05 per share, for a total of €278,690,989.50, The Board of Directors has resolved to call a Combined based on the number of shares making up the capital stock at Ordinary and Extraordinary General Meeting of Shareholders on December 31, 2013, minus the treasury shares held by the May 27, 2014 to consider the following agenda: Company at that date. The remaining distributable income in the amount of R I - RESOLUTIONS FOR THE ORDINARY GENERAL €44,558,415.49 would be appropriated to retained earnings. MEETING In the event of a change in the number of shares entitling holders to a dividend, the total dividend amount would be adjusted Approval of the fi nancial statements for fi nancial year accordingly, along with the amount appropriated to retained 2013 (1 st and 2 nd resolutions) earnings. The fi rst two resolutions give you the opportunity, after No dividends would be due on any shares held by the Company having reviewed the reports of the Board of Directors and the itself or cancelled before the payment date. statutory auditors, to vote on approval of the Company and The dividend is eligible in full for the 40% income-tax exemption consolidated fi nancial statements for the fi nancial year ended provided under Article 158-3-2° of the French Tax Code ( Code December 31, 2013 and on the transactions refl ected in the général des impôts ) efg ective at the date of this report. fi nancial statements or summarized in these reports. If this resolution is adopted, the ex-dividend date on Euronext At December 31, 2013: Paris would be May 29, 2014, and the dividend would be paid to W the Company’s fi nancial statements show a net profi t of shareholders on June 3, 2014. €211,074,038.98; W the Company’s consolidated fi nancial statements show a net profi t of €530.5 million. 300 REGISTRATION DOCUMENT 2013 - LEGRAND
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