APC 2003 Annual Report Download - page 140

Sixteenth resolution
(Authorization to trade in the Company’s shares -
maximum acquisition price:
€ 80, minimum selling
price:
€ 40)
The General Meeting, acting with the quorum and
majority required for ordinary General Meetings and
having heard the report of the Board of Directors and
the information memorandum prepared by the
Company and approved by Autorité des Marchés
Financiers, authorizes the Board of Directors to pur-
chase Company shares on the stock market in con-
nection with the management of its capital base or
any acquisition transactions, or in order to reduce the
dilution of capital or to stabilize the market price or to
cover stock option plans, as provided for in article
L.225-209 of the Commercial Code.
■The maximum number of shares that may be
acquired pursuant to this authorization may not
exceed 23,184,217 shares, or 10 percent of the
issued share capital.
■Shares may not be acquired at a price in excess of
€80 nor sold at a price of less than €40, provided
that, if all or some of the shares acquired pursuant
to this authorization are intended to be allotted on
exercise of stock options, in application of articles
L.225-177 et seq. of the Commercial Code, the sell-
ing price of the shares in question will be determined
in accordance with the provisions of the law govern-
ing stock options.
■Share purchases may not exceed an aggregate
maximum amount of €1,854,737,360.
■The shares may be acquired, sold or otherwise
transferred by any appropriate method on the market
or over the counter, including through block purchas-
es or sales, the use of all derivatives traded on a reg-
ulated market or over the counter and the use of put
or call options.
■Shares acquired may also be canceled, subject to
compliance with the provisions of articles L.225-204
and L.225-205 of the Commercial Code and in
accordance with the twentieth resolution submitted
to shareholders at this Meeting.
■Shares may be acquired or sold at any time, includ-
ing when a takeover bid is in progress.
■In the case of financial transactions, the Board of
Directors may adjust the maximum and minimum
number and/or selling price of shares sold pursuant
to this authorization.
■This authorization will expire at the end of a period
of eighteen months from the date of this Meeting.
Resolutions voted on in
Extraordinary Shareholders’ Meeting
Seventeenth resolution
(Change in the bylaws to allow for
the appointment of non-voting Directors)
The General Meeting, acting with the quorum and
majority required for extraordinary General Meetings
and having heard the report of the Board of
Directors, resolves to amend Article 11 of the Com-
pany’s bylaws as follows:
1 - The caption "I – Directors" will be inserted before
the first paragraph.
2 - The following paragraph will be added after the
last paragraph:
"II – Non-voting Directors. On the
Chairman’s recommendation, the Board of Directors
may appoint one or two non-voting Directors, who
will attend Board meetings in an advisory capacity.
The non-voting Directors may also participate in spe-
cial committees created by the Board. They will be
appointed for a maximum term of four years and may
be re-appointed or dismissed at any time. Non-voting
Directors may or may not be shareholders. Their
compensation will be determined by the Board of
Directors."
Eighteenth resolution
(Issuance of shares to employees who are
members of an employee stock purchase plan)
The General Meeting, acting with the quorum and
majority required for extraordinary General Meetings,
having considered the report of the Board of
Directors and the Auditors' special report, resolves,
in accordance with articles L.443-1
et seq. of the
Labor Code and L.225-138 of the Commercial Code:
■ To give the Board of Directors a five year autho-
rization to increase the share capital on one or sev-
eral occasions, at its discretion, by issuing shares
and share equivalents to the members of an
Employee Stock Purchase Plan set up by French or
foreign related companies, in accordance with Article
L.225-180 of the Commercial Code and Article
L.444-3 of the Labor Code. The maximum nominal
amount by which the capital may be increased may
not exceed 5% of the issued capital as of the date on
which this authorization is used.
■ To set the maximum discount at which shares may
be offered under the Employee Stock Purchase Plan
at 15% of the average of the opening prices quoted
for Schneider Electric shares on Euronext Paris over
the 20 trading days preceding the date on which the
decision is made to launch the employee share
issue. The Board of Directors is specifically autho-
rized to reduce the above discount, within legal and
regulatory limits.
Assemblée générale mixte du 6 mai 2004
138