APC 2005 Annual Report Download - page 160

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That shareholders shall waive their pre-emptive right
to subscribe the share equivalents to be issued under
this authorization as well as the shares issued direct-
ly or indirectly on redemption, conversion, exchange
or exercise of share equivalents, together with any
rights to shares or share equivalents attributed in
application of this resolution.
That the Management Board – or, if the seventh res-
olution of this Meeting is not adopted, the Board of
Directors – shall have full powers to use this authori-
zation, including the powers of delegation provided for
by law, subject to the limits and conditions described
above. In particular, the Board shall have full powers
to:
- Decide the characteristics of the securities to be
issued, the amounts of the issues, the issue price, the
subscription date or period, the terms and conditions
of subscription, payment and delivery of the securities,
as well as the cum-dividend or cum-interest date, sub-
ject to compliance with the applicable laws and regu-
lations.
- Place on record the capital increases corresponding
to the aggregate par value of the shares subscribed
directly or on redemption, conversion, exchange or
exercise of share equivalents.
- Where appropriate, charge the share issue costs to
the related premiums and credit all or part of the
remaining premiums to the legal reserve as needed in
order to raise this reserve to one-tenth of the new cap-
ital after each increase.
- Enter into any and all agreements, carry out any and
all operations and formalities, directly or through a
representative, including the formalities related to the
capital increase and the corresponding amendment of
the bylaws, and generally do whatever is necessary.
- Generally, enter into any and all underwriting or other
agreements, take any and all measures and perform
any and all formalities related to the issue, quotation
and servicing of the securities issued under this
authorization and the exercise of the related rights.
Twenty-seventh resolution
(Issuance of shares to entities set up to hold shares
on behalf of employees)
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 to L. 225-129-2 and L.
225-138-1 of the French Commercial Code:
1 - To give the Management Board – or, if the seventh
resolution of this Meeting is not adopted, the Board of
Directors – an eighteen-month authorization to
increase the share capital on one or several occa-
sions, at its discretion, by issuing shares to the per-
sons falling into the category defined below. Said
shares will rank
pari passu with existing shares. The
maximum nominal amount by which the capital may
be increased may not exceed 0.5% of the issued cap-
ital as of the date of this Meeting. The amount of any
capital increase carried out under this authorization
shall be deducted from the aggregate amount by
which the capital may be increased under the twelfth
resolution of the Annual and Extraordinary Sharehold-
ers’ Meeting of May 12, 2005 and the twenty-sixth res-
olution of this Meeting.
2 - To waive shareholders’ pre-emptive right to sub-
scribe shares issued under this resolution to the fol-
lowing category of beneficiaries: all incorporated and
unincorporated entities governed by French or foreign
law created at the request of a company belonging to
the Schneider Electric Group, in order to enable said
entities to subscribe Schneider Electric shares as per-
mitted under any applicable foreign law, for the pur-
pose of a stock purchase plan set up for employees of
the Schneider Electric Group.
3 - That the issue price of shares issued under this
resolution will be set by the Management Board – or,
if the seventh resolution of this Meeting is not adopt-
ed, the Board of Directors – based on the price quoted
for the Company’s shares on the Eurolist market of
Euronext Paris. At the discretion of the Management
Board – or, if the seventh resolution of this Meeting is
not adopted, the Board of Directors – said price will be
equal to either (i) the closing price of the Company’s
shares quoted on the trading day preceding the deci-
sion of the Management Board – or, if the seventh res-
olution of this Meeting is not adopted, of the Board of
Directors – setting the issue price, or (ii) the average of
the opening prices quoted for the Company's shares
over the twenty trading days preceding the decision of
the Management Board – or, if the seventh resolution
of this Meeting is not adopted, of the Board of Directors
– setting the issue price. When setting the issue price
for these shares, the Management Board – or, if the
seventh resolution of this Meeting is not adopted, the
Board of Directors – may apply a maximum discount of
15% to the quoted price of Schneider Electric shares
as determined in accordance with either (i) or (ii)
above. The discount will be determined by the Man-
agement Board – or, if the seventh resolution of this
Meeting is not adopted, by the Board of Directors – tak-
ing into consideration any specific foreign legal, regu-
latory or tax provisions which may apply to any benefi-
ciary entity governed by foreign law.
4 - That the Management Board – or, if the seventh
resolution of this Meeting is not adopted, the Board of
Directors – shall have full powers to use this authori-
zation as provided for by law, including the powers of
delegation, subject to the limits and conditions
described above.
Twenty-eighth resolution
(Powers)
The General Meeting gives full powers to the bearer of
a copy or extract of the minutes of the meeting to carry
out all legal filing and other formalities.