APC 2006 Annual Report Download - page 193

order to enable said entities to subscribe Schneider
Electric shares or share equivalents as permitted
under any applicable foreign law, for the purpose of a
stock purchase plan set up for employees of the
Schneider Electric Group.
3. That the issue price of shares issued under this res-
olution will be set by the Management Board based on
the price quoted for the Company’s shares on the
Eurolist market of Euronext Paris. At the discretion of
the Management Board, said price will be equal to
either (i) the closing price of the Company’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 Com-
pany's shares over the twenty trading days preceding
the decision of the Management Board setting the
issue price. When setting the issue price for these
shares, the Management Board may apply a maximum
discount of 20% 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 Management Board taking into consideration
any specific foreign legal, regulatory or tax provisions
that may apply to any beneficiary governed by foreign
law.
4. That the Management Board shall have full powers
to use this authorization as provided for by law, includ-
ing the powers of delegation, subject to the limits and
conditions described above. The Management Board
shall have full powers to draw up the list of beneficiar-
ies within the categories defined in this resolution and
set the number of shares to be offered to each benefi-
ciary. It may decide to limit the issue to the number of
shares subscribed, providing that no less than 75% of
the shares or share equivalents offered have been
subscribed. In particular, the Management Board shall
have full powers to:
- decide the characteristics of the securities to be
issued, 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, subject to compliance with the
applicable laws and regulations;
- place the share issue on record, issue shares and
share equivalents and amend the bylaws to reflect the
new capital;
- 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.
5. That, effective June 30, 2007, this authorization
shall cancel and replace the unused portion of the
authorization given in the twenty-sixth resolution at the
General Meeting of May 3, 2006.
This authorization is given for a period of eighteen
months from the date of this Meeting.
The Management Board shall report to the General
Meeting called to approve the financial statements for
the year ended December 31, 2007 on its use of this
authorization, as provided for by law.
Sixteenth 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.
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