APC 2004 Annual Report Download - page 137

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135
Resolutions to be voted on
in Extraordinary Shareholders'
Meeting
Authorizations to increase the capital
by issuing common shares or other share
equivalents, with or without pre-emptive
subscription rights - eleventh, twelfth and
thirteenth resolutions -
You are asked to renew authorizations granted to the
Board of Directors to increase the capital.
The Board of Directors has been given authorizations
to issue shares, shares with equity warrants, convert-
ible bonds, stand-alone equity warrants and other
share equivalents, with or without pre-emptive sub-
scription rights. It has not used these authorizations,
which expire this year.
You are therefore asked to renew these authorizations
for a period of 26 months, as provided for in article L.
225-129-2 of the Commercial Code.
In the eleventh resolution, the Board is seeking an
authorization to issue shares, equity warrants and
other share equivalents, including convertible bonds,
equity notes and bonds with equity warrants, with pre-
emptive subscription rights for existing shareholders.
The authorization would also cover the issuance of
bonus shares and the raising of the par value of exist-
ing shares, to be paid up by capitalizing reserves,
earnings or additional paid-in capital.
The aggregate face value of share equivalents issued
pursuant to this authorization would be limited to
€1.5 billion and the aggregate par value of the
resulting share issues would be limited to €500 mil-
lion, except in the case of bonus share issues or an
increase in the par value of existing shares paid up by
capitalizing reserves, earnings or additional paid-in
capital. Any shares issued to avoid dilution of the
rights of certain holders of share equivalents would
not be included in the 500 million ceiling. The ceil-
ings set in this resolution and the twelfth resolution
would not be cumulative.
The twelfth resolution concerns an authorization to
issue the above shares and share equivalents without
pre-emptive subscription rights for existing sharehold-
ers on the French or international market. The autho-
rization could also be used to issue shares on con-
version, redemption, exchange or exercise of
Schneider Electric SA share equivalents issued by
the Company's direct or indirect subsidiaries with the
authorization of the Board of Directors.
The aggregate face value of share equivalents issued
pursuant to this authorization would be limited to
1.5 billion and the aggregate par value of the result-
ing share issues would be limited to 300 million.The
ceilings set in this resolution and the eleventh resolu-
tion would not be cumulative.
The thirteenth resolution concerns an authorization to
issue shares and share equivalents, within the limits
set in the above resolutions, in payment for shares in
another company tendered in connection with a
Public Exchange Offer initiated by Schneider Electric.
In accordance with the new measures in the
Commercial Code, the shares and share equivalents
issued for this purpose may represent, in the aggre-
gate, a maximum of 10% of the Company's issued
capital.
The purpose of these authorizations is to give the
Board of Directors greater flexibility when it comes to
selecting the type of issues to be carried out, depend-
ing on demand and the conditions prevailing in the
French, foreign or international financial markets. The
authorization to issue shares and share equivalents
without pre-emptive subscription rights is designed to
allow the Board to carry out issues quickly, in order to
take immediate advantage of opportunities before
they disappear, and to expand the shareholder base
by placing the issues on foreign or international mar-
kets.
In the case of issues without pre-emptive subscription
rights, the Board of Directors may offer shareholders
a non-transferable priority subscription right. In accor-
dance with Decree 2005-112 of February 10, 2005,
the resulting share issues would be carried out at a
price at least equal to the average weighted price for
the Company's shares over the three trading days
preceding the date on which the share or share equiv-
alent issues were decided by the Board of Directors.
They may be issued with a maximum discount of 5%.
Annual and Extraordinary Shareholders' Meeting of May 12, 2005