APC 2006 Annual Report Download - page 192

Annual and Extraordinary Shareholders’ Meeting of April 26, 2007
That this authorization is given for a period of thirty-
eight months from the date of this Meeting. This
authorization cancels and replaces the unused portion
of the authorization given in the twenty-fifth resolution
at the General Meeting of May 3, 2006.
Shareholders give full powers to the Management
Board to carry out, directly or through a representative,
any and all formalities required to use this authoriza-
tion, 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 undertaken pursuant to this authorization,
amend the bylaws to reflect the new capital and gen-
erally do everything necessary.
Fourteenth resolution
(Issuance of shares to employees who are
members of an Employee Stock Purchase Plan)
The General Meeting, acting with the quorum and
majority required for extraordinary General Meetings,
having considered the report of the Management
Board and the Auditors' special report, resolves, pur-
suant 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
Commercial Code, and in accordance with said Com-
mercial Code:
To give the Management Board a five-year authori-
zation from the date of this Meeting to increase the
share capital on one or several occasions, at its discre-
tion, by issuing shares and share equivalents to the
members of an Employee Stock Purchase Plan set up
by French or foreign related companies, 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 Employee Stock Purchase Plan
at 20% 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 to reduce the above discount,
within legal and regulatory limits.
That in the case of an issue of share equivalents,
the characteristics of these securities will be deter-
mined in accordance with the applicable regulations by
the Management Board.
That shareholders shall waive their pre-emptive right
to subscribe the shares and share equivalents to be
issued under this authorization.
That shareholders shall waive their pre-emptive right
to subscribe the shares issued on redemption, conver-
sion, exchange or exercise of share equivalents attrib-
uted in application of this resolution.
That, effective June 30, 2007, this authorization shall
cancel and replace the unused portion of the authori-
zation given in the twenty-sixth resolution at the Gen-
eral Meeting of May 3, 2006.
That the Management Board shall have full powers
to use this authorization, including the powers of dele-
gation 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 regula-
tions;
- 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 rep-
resentative, including the formalities related to the cap-
ital 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.
Fifteenth 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 Management Board
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 authorize the Management Board, directly or
through a representative, to increase the share capital
on one or several occasions, at its discretion, by issu-
ing shares or share equivalents to the persons falling
into the category defined below. Said shares or share
equivalents 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
capital as of the date of this Meeting. The amount of
any capital increase carried out under this authoriza-
tion shall be deducted from the aggregate amount by
which the capital may be increased under the tenth
and fourteenth resolutions of this Meeting.
2. To waive shareholders’ pre-emptive right to sub-
scribe shares or share equivalents issued under this
resolution to the following category of beneficiaries: all
incorporated and unincorporated entities governed by
French or foreign law created at the request of a com-
pany belonging to the Schneider Electric Group, in
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