APC 2004 Annual Report Download - page 144

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That the aggregate capital increases that may be
carried out by issuing bonus shares or raising the par
value of existing shares, combined with any addition-
al increases to protect the rights of holders of share
equivalents in accordance with the law, may not
exceed the sum of retained earnings, additional paid-
in capital and earnings before the capital increase.
That this authorization cancels and replaces all sim-
ilar authorizations given at previous General Meet-
ings.
Twelfth resolution
(Authorization to increase the capital by a maximum
of
 300 million by issuing common shares or other
share equivalents, in all cases without pre-emptive
subscription rights)
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, resolves, in accor-
dance with articles L.225-129-2, L.225-135, L.225-136,
L.228-92 and L.228-93 of the Commercial Code:
To authorize the Board of Directors to increase the
Company's issued share capital on one or several
occasions by issuing, in France or abroad, common
shares or legally recognized securities that are con-
vertible, redeemable, exchangeable or otherwise
exercisable for common shares in the Company or in
any other company in which it holds more than half of
the issued capital either directly or indirectly, at any
time or on fixed dates. The securities may be denom-
inated in euros or in any other currency or any mone-
tary unit determined by reference to a basket of cur-
rencies.
This authorization is given for a period of twenty-six
months from the date of this Meeting.
That the issued share capital may be increased dur-
ing the period by a maximum aggregate amount of
300 million and that the ceilings set in this resolu-
tion and the eleventh resolution are not cumulative.
That the aggregate par value of debt securities that
are convertible, redeemable, exchangeable or other-
wise exercisable for shares may not exceed 1.5 bil-
lion and that the ceilings set in this resolution and the
eleventh resolution are not cumulative.
That holders of existing shares will not have a pre-
emptive right to subscribe any securities issued, as
allowed under current legislation; however, the Board
of Directors may grant shareholders a non-transfer-
able priority subscription right in accordance with arti-
cle L.225-135 of the Commercial Code.
That the amount received by the Company for each
share issued - including where applicable the issue
price of any stand-alone warrants - shall be at least
equal to the minimum price called for by the laws
and/or regulations applicable on the date of issue,
regardless of whether the shares or share equiva-
lents rank
pari passu with existing shares or share
equivalents.
That if any issue decided in application of the pre-
sent resolution is oversubscribed, the number of
shares to be issued may be increased in accordance
with article L.225-135-1 of the Commercial Code, pro-
vided that the 300 million ceiling is not exceeded.
That this authorization cancels and replaces all sim-
ilar authorizations given at previous General Meetings.
Thirteenth resolution
(Authorization to issue shares without pre-emptive
subscription rights in payment for shares tendered to
a public exchange offer or for contributed assets)
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, resolves that the
authorization given in the twelfth resolution may be
used to issue shares in payment for shares of anoth-
er company tendered to a public exchange offer gov-
erned by article L.225-148 of the Commercial Code.
The General Meeting also gives the Board of
Directors a 26-month authorization to use the autho-
rization given in the twelfth resolution to carry out one
or several share issues representing, in the aggre-
gate, a maximum of 10% of the Company's issued
capital, in payment for shares or share equivalents
contributed to the Company in transactions not gov-
erned by article L.225-148.
In all cases, the amounts of any capital increases carried
out pursuant to this resolution and the ceilings set in
the eleventh and twelfth resolution are not cumulative.
Fourteenth 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 accor-
dance with articles L.443-1 et seq. of the Labor Code
and L.225-129.6 and L.225-138.1 of the Commercial
Code:
To give the Board of Directors a five year autho-
rization to increase the share capital on one or sever-
al 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.