APC 2003 Annual Report Download - page 141

■ That in the case of an issue of share equivalents,
the characteristics of these securities will be deter-
mined by the Board of Directors in accordance with
the applicable regulations.
■ That shareholders shall waive their pre-emptive
right to subscribe the share equivalents to be issued
under this authorization as well as the shares issued
directly or indirectly on redemption, conversion,
exchange or exercise of share equivalents, together
with any rights to the shares or share equivalents
attributed in application of this resolution.
■ That the Board of Directors shall have full powers
to use this authorization, including the powers of del-
egation provided for by law, subject to the limits and
conditions described above. In particular, the Board
of Directors shall have full powers to:
- decide the characteristics of the securities to be
issued, the amounts of the issues, the issue price,
the subscription date or period, the terms and condi-
tions of subscription, payment and delivery of the
securities, as well as the cum-dividend or cum-inter-
est date, subject to compliance with the applicable
laws and regulations;
- place on record the capital increases correspond-
ing to the aggregate par value of the shares sub-
scribed directly or on redemption, conversion,
exchange or exercise of share equivalents;
- at its sole discretion, charge the share issue costs
to the related premiums and credit all or part of the
remaining premiums to the legal reserve as needed
in order to raise this reserve to one-tenth of the new
capital stock after each increase,
- enter into any and all agreements, carry out any
and all operations and formalities, directly or through
a representative, including the formalities related to
the capital increase and the corresponding amend-
ment of the bylaws, and generally do whatever is
necessary.
- generally, enter into any and all underwriting or
other agreements, take any and all measures and
perform any and all formalities related to the issue,
quotation and servicing of the securities issued
under this authorization and the exercise of the relat-
ed rights.
■ That this authorization cancels and replaces, with
immediate effect, the unused portion of all earlier
authorizations given to the Board of Directors to
issue shares to members of Employee Stock
Purchase Plans without pre-emptive subscription
rights for existing shareholders.
Nineteenth resolution
(Authorization given to the Board of Directors to
grant stock options to officers and employees of
the Company and its subsidiaries and affiliates)
The General Meeting, acting with the quorum and
majority required for extraordinary General Meetings
and having heard the report of the Board of Directors
and the Auditors’ special report:
■ A uthorizes the Board of Directors to grant to officers
and key employees of the Company and its sub-
sidiaries and affiliates, as defined in article L.225-180
of the Commercial Code, on one or several occasions,
options to subscribe new Schneider Electric SA
shares or to purchase existing Schneider Electric SA
shares
acquired by the Company in accordance with
the law, provided that:
- The option exercise price may not be less than the
average of the prices quoted for the Company’s
shares over the twenty trading days preceding the
date of grant, and
- The total number of options granted under this
authorization, less any options exercised or can-
celed, may not carry the right to subscribe or pur-
chase shares representing over 3% of the capital
and that the options will have a life of five to eight
years.
Shareholders hereby waive their right to subscribe
the shares to be issued on exercise of the options.
■ Gives full powers to the Board of Directors, subject
to the restrictions specified above, to:
- Set the terms and conditions of the operations and
the terms and conditions of grant of the options and
determine the grantees.
- Set the life of the options and the exercise dates or
periods.
- Determine the conditions governing any adjustment
of the exercise price or the number of shares to be
subscribed or purchased, to take account of any dilu-
tive financial operations carried out by Schneider
Electric SA.
- carry out, directly or through a representative, any
and all formalities required to effect the capital
increase or increases undertaken pursuant to this
authorization, amend the bylaws to reflect the new
capital and generally do everything necessary,
- in all cases subject to compliance with the laws and
regulations in force when the options are granted.
The Board of Directors will report to each Annual
Shareholders’ Meeting on the operations carried out
under this authorization.
This authorization is given for a period of 38 months
from the date of this Meeting.
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