APC 2006 Annual Report Download - page 180

Annual and Extraordinary Shareholders’ Meeting of April 26, 2007
The authorization to issue shares and share equiva-
lents without pre-emptive subscription rights is
designed to allow the Board to carry out issues quick-
ly, in order to take immediate advantage of opportuni-
ties before they disappear, and to expand the share-
holder base by placing the issues on foreign or inter-
national markets.
In the case of issues without pre-emptive subscription
rights, the Board of Directors may offer shareholders a
non-transferable priority subscription right. In accor-
dance with Decree 2005-112 of February 10, 2005,
the resulting share issues would be carried out at a
price at least equal to the average weighted price for
the Company’s shares over the three trading days pre-
ceding the date on which the share or share equivalent
issues were decided by the Management Board. They
may be issued with a maximum discount of 5%
Authorization to be given to the
Management Board to grant shares
without consideration to officers
and employees of the company
and its subsidiaries and affiliates -
thirteenth resolution -
The General Meeting held on May 3, 2006 authorized
the Management Board to grant shares without con-
sideration to the officers and employees Schneider
Electric SA and its subsidiaries and affiliates, as
defined in article L.225-197-2 of the Commercial
Code.
Acting on this authorization, the Management Board
granted 52,006 shares on December 21, 2006, half of
which are contingent on the achievement of perform-
ance criteria. The shares, which will vest after a period
of three years, are subject to a lock-up period of two
years. For tax reasons, share grants were restricted to
grantees who have France as their tax home, with the
exception of impatriates.
We ask you to renew this authorization early, before it
expires in 2009, so that the Management Board may
modulate the minimum vesting and lock-up periods in
accordance with the new measures introduced by the
French Act of December 30, 2006 on the development
of employee stock ownership. This would allow the
Management Board to set a vesting period of no less
than four years with no lock-up period for employees
who do not have France as their tax home and facili-
tate share grants to said employees.
In addition, the shares would vest and be available for
sale immediately if the grantee is declared disabled.
The other conditions remain unchanged. Part of the
grants will be conditional on the achievement of certain
performance targets. The total number of shares grant-
ed without consideration may not represent more than
0.5% of the Company’s issued capital; furthermore,
the sum of the shares that may be subscribed or pur-
chased on exercise of options granted under the twen-
ty-fourth resolution approved by the General Meeting
of May 3, 2006 and the shares that may be granted
without consideration under this resolution may not
represent more than 3% of the Company's capital.
Issuance of shares to employees
- fourteenth and fifteenth resolutions -
The General Meeting of May 3, 2006 authorized the
Management Board to issue shares to employees who
are members of an Employee Stock Purchase Plan. In
addition, the same General Meeting authorized the
Management Board to issue shares to entities set up
to purchase shares of the Company under programs to
promote employee stock ownership in certain foreign
countries whose local legislation is not wholly compat-
ible with the rules governing the Company’s existing
plans.
In accordance with these authorizations, the Supervi-
sory Board authorized the Management Board to
issue new shares to members of the Employee Stock
Purchase Plan during 2007, within a limit of 1% of the
Company's issued capital. The issue(s) should take
place before the end of May 2007.
Under the "NRE" Act, if a company asks shareholders
for an authorization to issue shares, a separate resolu-
tion must be tabled at the meeting covering the
issuance of shares to employees who are members of
an employee stock purchase plan. Since the ninth and
tenth resolutions concern the renewal of authoriza-
tions to issue shares, a resolution must be tabled seek-
ing an authorization to issue shares to employees. We
are therefore asking for the early renewal of the
authorization given in May 2006.
The Management Board would have full powers to
carry out employee share issues up to the equivalent
of 5% of the Company's capital. Under the new author-
ization, the maximum discount at which the shares
could be offered is set at 20%.
This authorization, which will cancel and replace the
unused portion of the existing authorization, is being
sought for a period of five years.
In addition, as the authorization to issue shares to enti-
ties set up to purchase share of the Company will
expire in 2007, we ask you to renew it under the follow-
ing conditions. The shares issued under the authoriza-
tion will not exceed 0.5% of the capital. They will be
deducted from the ceiling of 5% of the capital set for
the issuance of shares to employees who are mem-
bers of the Employee Stock Purchase Plan. At the dis-
cretion of the Management Board, the issue price will
be equal to either (i) the closing price of the Compa-
ny’s shares quoted on the trading day preceding the
decision of the Management Board 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 set-
ting the issue price. The Management Board may
apply a maximum discount of 20% to the reference
price. The discount will be determined by the Manage-
ment Board taking into consideration any specific for-
eign legal, regulatory or tax provisions that may apply
to any beneficiary governed by foreign law.
This authorization, which will cancel and replace the
unused portion of the existing authorization effective
June 30, 2007, is being sought for a period of eighteen
months.
Lastly, the sixteenth resolution concerns powers to
carry out formalities.
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