APC 2005 Annual Report Download - page 159

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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 Management Board – or, if the seventh resolution
of this Meeting is not adopted, the Board of Directors
– will report to each Annual Shareholders’ Meeting on
the transactions carried out under this authorization.
This authorization is given for a period of thirty-eight
months from the date of this Meeting.
Twenty-fifth resolution
(Authorization given to the Management Board
to grant shares without consideration 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, resolves, in accor-
dance with articles L.225-197-2 et seq. of the French
Commercial Code:
To authorize the Management Board – or, if the sev-
enth resolution of this Meeting is not adopted, the
Board of Directors – to grant to officers and employees
of the Company, as defined in article L.225-197-1 of
the French Commercial Code, and its subsidiaries and
affiliates, as defined in article L.225-197-2 of said
Code, on one or several occasions, existing or new
shares of the Company without consideration.
That the Management Board – or, if the seventh res-
olution of this Meeting is not adopted, the Board of
Directors – shall draw up the list of recipients of the
grants, as well as the conditions and criteria for mak-
ing said grants.
That the total number of shares granted without con-
sideration under this resolution may not represent
more than 0.5% of the Company's issued capital as of
the date of this Meeting; furthermore, that the sum of
the shares that may be subscribed or purchased on
exercise of options granted under the twenty-fourth
resolution and the shares that may be granted without
consideration under this resolution may not represent
more than 3% of the Company's capital.
That rights to said shares shall vest after a period of
no less than two years, conditional on the achievement
of the operating margin and revenue targets set by the
Management Board – or, if the seventh resolution of
this Meeting is not adopted, the Board of Directors –,
and that the vesting period shall be followed by a two-
year lock-up period. The Management Board – or, if
the seventh resolution of this Meeting is not adopted,
the Board of Directors – may extend the vesting peri-
od or the lock-up period at its discretion.
To authorize the Management Board – or, if the sev-
enth resolution of this Meeting is not adopted, the
Board of Directors – to adjust the number of shares in
the case of any corporate actions, in order to prevent
any dilution of beneficiaries’ rights.
That new shares granted to employees and officers
without consideration will be paid up by capitalizing
retained earnings, profit or additional paid-in capital;
consequently, shareholders automatically waive their
right to the portion of retained earnings, profit or addi-
tional paid-in capital that may be capitalized to pay up
any new shares issued under this resolution.
That this authorization is given for a period of 38
months from the date of this Meeting.
Shareholders give full powers to the Management
Board – or, if the seventh resolution of this Meeting is
not adopted, the Board of Directors – to carry out,
directly or through a representative, any and all formal-
ities required to use this authorization, and, where
necessary, to adjust the number of shares to take into
account the effects of any corporate actions, to place
on record the capital increase or increases undertak-
en pursuant to this authorization, amend the bylaws to
reflect the new capital and generally do everything
necessary.
Twenty-sixth resolution
(Issuance of shares to employees who are members
of a Corporate Savings 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, pursuant to
articles L.443-1 et seq. of the French Labor Code and
L.225.129-6 and L.225-138-1 of the French Commer-
cial Code, and in accordance with said Commercial
Code, subject to approval of the seventh resolution
above:
To give the Management Board – or, if the seventh
resolution of this Meeting is not adopted, the Board of
Directors – a five-year authorization from the date of
this Meeting to increase the share capital on one or
several occasions, at its discretion, by issuing shares
and share equivalents to the members of a Corporate
Savings Plan set up by French or foreign related com-
panies, in accordance with Article L.225-180 of the
French Commercial Code and Article L.444-3 of the
French 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 Corporate Savings Plan at 15%
of the average of the opening prices quoted for
Schneider Electric shares on Euronext Paris over the
twenty trading days preceding the date on which the
decision is made to launch the employee share issue.
However, the General Meeting specifically authorizes
the Management Board – or, if the seventh resolution
of this Meeting is not adopted, the Board of Directors
– to reduce the above discount, within legal and regu-
latory limits.
That in the case of an issue of share equivalents, the
characteristics of these securities will be determined in
accordance with the applicable regulations by the Man-
agement Board or – if the seventh resolution of this
Meeting is not adopted – by the Board of Directors.
Annual and Extraordinary Shareholders’ Meeting of May 3, 2006