APC 2005 Annual Report Download - page 158

156
Resolutions voted on in
Extraordinary Shareholders’
Meeting
Twenty-second resolution
(Transfer of authorizations
to the Management Board)
The General Meeting, acting with the quorum and
majority required for extraordinary General Meetings,
resolves, subject to approval of the seventh resolution
in this Meeting to transfer to the Management Board
the authorizations held by the Board of Directors to:
1 - Increase the Company’s capital by issuing com-
mon shares or share equivalents with pre-emptive
subscription rights for existing shareholders, pursuant
to the eleventh resolution of the Annual and Extraordi-
nary Shareholders’ Meeting of May 12, 2005.
2 - Increase the Company’s capital by issuing com-
mon shares or share equivalents without pre-emptive
subscription rights for existing shareholders, pursuant
to the twelfth resolution of the Annual and Extraordi-
nary Shareholders’ Meeting of May 12, 2005;
3 - Issue shares without pre-emptive subscription
rights in payment for shares tendered to a public
exchange offer or for contributed assets, pursuant to
the thirteenth resolution of the Annual and Extraordi-
nary Shareholders' Meeting of May 12, 2005.
Twenty-third resolution
(Authorization to cancel the shares purchased
under the shareholder-approved buyback program,
within the limit of 10% of the capital)
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 article L.225-209 of the French Commer-
cial Code, to authorize the Management Board – or, if
the seventh resolution of this Meeting is not adopted,
the Board of Directors – to cancel the shares of the
Company acquired under the shareholder-approved
buyback program, as provided for in article L.225-209
of the French Commercial Code, as follows:
The Management Board – or, if the seventh resolu-
tion of this Meeting is not adopted, the Board of Direc-
tors – shall have full discretionary authority to cancel,
on one or several occasions, all or some of the shares
purchased under the shareholder approved buyback
program, provided that the total number of shares
canceled in the 24 months following the date of this
Meeting does not exceed 10% of the total number of
shares outstanding, and to reduce the Company's
capital accordingly.
The difference between the purchase price of the
shares and their par value will be charged against
additional paid-in capital and, if appropriate, against
the legal reserve for the portion of the difference rep-
resenting 10% of the capital reduction.
This authorization is given for a period of 24 months
from the date of this Meeting. The Management Board
– or, if the seventh resolution of this Meeting is not
adopted, the Board of Directors – shall have full pow-
ers to carry out any and all actions, formalities and fil-
ings required to cancel the shares, reduce the capital
and amend the bylaws to reflect the new capital, either
directly or through a duly authorized representative.
Twenty-fourth resolution
(Authorization given to the Management Board
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:
Authorizes the Management Board – or, if the sev-
enth resolution of this Meeting is not adopted, the
Board of Directors – to grant to officers and employ-
ees of the Company and its subsidiaries and affiliates,
as defined in article L.225-180 of the French Commer-
cial Code, on one or several occasions, options to
subscribe new Schneider Electric SA shares or to pur-
chase existing Schneider Electric SA shares acquired
by the Company in accordance with the law. This
authorization is subject to the following conditions:
- 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;
- In addition, for options exercisable for existing
shares, the exercise price may not be less than the
average price paid for shares held in treasury under
Articles L.225-208 and L.225-209 of the French Com-
mercial Code; and,
- The total number of options granted under this
authorization, less any options exercised or canceled,
may not carry the right to subscribe or purchase
shares representing over 3% of the Company’s capital
and the options must have a life of five to ten years.
Shareholders hereby waive their pre-emptive right to
subscribe the shares to be issued on exercise of the
options.
Gives full powers to the Management Board – or, if
the seventh resolution of this Meeting is not adopted,
the Board of Directors – subject to the restrictions
specified above, to:
- Set the terms and conditions of the transactions and
the terms and conditions of grant of the options and
draw up the list of grantees.
- Set the life of the options and the exercise dates or
periods.
- Determine the conditions governing any adjustment
of the exercise price and/or the number of shares to
be subscribed for or purchased, in order to take
account of any dilutive financial transactions 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