APC 2005 Annual Report Download - page 156

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SECTION IV - Auditors
Article 22
The General Shareholders’ Meeting shall appoint the
Statutory Auditors and Substitute Auditors in accor-
dance with the applicable law.
SECTION V - General Shareholders’ Meetings
Article 23
General Shareholders’ Meetings shall be called and
held in accordance with the applicable law.
Meetings shall be held at the Company's registered
office or at any other venue specified in the notice of
meeting. When the decision is made to call a General
Meeting, the Management Board may also decide that
all or part of the meeting will be broadcast by video-
conferencing techniques and/or any other telecommu-
nication medium.
Attendance and exercise of voting rights at both Ordi-
nary and Extraordinary General Meetings are subject
to certain conditions:
Holders of registered shares must have such shares
recorded in the Company’s share register.
Holders of bearer shares must file at the address
specified in the notice of meeting a certificate issued
by the bank or broker that manages their securities
account stating that the shares will not be sold in the
period up to the date of the Meeting. Where appropri-
ate, such shareholders must also provide proof of their
identity in accordance with the applicable law and reg-
ulations.
These formalities must be completed five clear days
before the date of the Meeting. However, the Manage-
ment Board may reduce such period and may accept
documents filed outside the applicable period.
When the decision is made to call a General Meeting,
the Management Board may also decide to allow
shareholders to participate or vote at General Meet-
ings using videoconferencing facilities and/or any
other telecommunication medium allowed under the
applicable legislation.
Meetings shall be chaired by the Chairman of the
Supervisory Board or in his absence by the Vice-
Chairman, or in his absence by a member of the
Supervisory Board specially appointed for that pur-
pose by the Supervisory Board. If no such member is
appointed by the Supervisory Board, the Meeting
shall elect its own Chairman.
The two shareholders present who hold the largest
number of votes and who accept shall act as scruti-
neers.
The Bureau shall appoint a Secretary, who may or
may not be a shareholder.
A list of participants at the meeting shall be drawn up
pursuant to the law.
Copies or excerpts of the minutes of the meeting shall
be certified by the Chairman or Vice-Chairman of the
Supervisory Board, a member of the Management
Board or the Meeting Secretary."
Eighth resolution
(Amendment of disclosure
thresholds contained in the bylaws)
The General Meeting, acting with the quorum and
majority required for ordinary General Meetings and
having heard the report of the Board of Directors,
resolves to amend the disclosure thresholds con-
tained in the Company’s bylaws to 1% or any multiple
of 1% of the Company’s share capital or voting rights.
The General Meeting therefore resolves that article 7,
paragraph 2, of the bylaws shall now read as follows:
When a shareholder, whether a corporate entity or
individual, increases its direct or indirect interest, with-
in the meaning of article L. 233-9 of the French Com-
mercial Code to 1% or more of the Company’s capital
or voting rights, or any multiple thereof, the sharehold-
er concerned shall notify the Company, within five (5)
trading days of the threshold being crossed, by regis-
tered letter with return receipt requested, of the total
number of shares, share equivalents and voting rights
that it controls, either alone (directly or indirectly) or in
concert. This disclosure requirement shall also apply
when the percentage of the share capital or voting
rights falls below the thresholds stipulated above. In
the case of failure to comply with these disclosure
rules, at the request of one or several shareholders
together representing at least 2.5% of the Company’s
capital, made at a General Shareholders’ Meeting, the
undisclosed shares will be stripped of voting rights,
subject to the conditions set down by law.
Resolutions voted on in
Annual Shareholders’ Meeting
Ninth resolution
(Election of Henri Lachmann as a member
of the Supervisory Board)
The General Meeting, acting with the quorum and
majority required for ordinary General Meetings elects
– subject to approval of the seventh resolution of this
Meeting – Henri Lachmann as a member of the
Supervisory Board for a period of four years, expiring
at the close of Annual Shareholders’ Meeting to be
called in 2010 to approve the 2009 financial state-
ments.
Tenth resolution
(Election of Alain Burq as a member
of the Supervisory Board representing employee
shareholders)
The General Meeting, acting with the quorum and
majority required for ordinary General Meetings elects
– subject to approval of the seventh resolution of this
Meeting – Alain Burq as a member of the Superviso-
ry Board in his capacity as a member of the Supervi-
sory Board of a corporate mutual fund invested in
Schneider Electric SA shares, for a period of two
years, expiring at the close of the Annual Sharehold-
ers’ Meeting to be called in 2008 to approve the 2007
financial statements.