APC 2007 Annual Report Download - page 185

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Annual and Extraordinary Shareholders' Meeting of April 21, 2008
receipt, will be considered irrevocable and binding docu-
ments. However, in the event that shares are sold before
the applicable record date (i.e., midnight CET three days
before the Meeting date), the Company will cancel or
amend, as appropriate, any related proxies or votes sub-
mitted electronically before the General Meeting."
Nineteenth resolution
(Authorization to cancel shares purchased under
the shareholder-approved buyback program, within
the limit of 10% of the capital)
The General Meeting, acting with the quorum and major-
ity required for extraordinary General Meetings, and having
heard the report of the Management Board and the Audi-
tors' special report, resolves, in accordance with article
L.225-209 of the French Commercial Code, to authorize
the Management Board to cancel the shares of the Com-
pany acquired under the shareholder-approved buyback
program, as provided for in article L.225-209 of the French
Commercial Code, as follows:
The Management Board shall have full discretionary au-
thority to cancel, on one or several occasions, all or some
of the shares purchased under the shareholder approved
buyback program, provided that the total number of shares
canceled in the 24 months following the date of this Meet-
ing does not exceed 10% of the total number of shares out-
standing, and to reduce the Company's capital accordingly.
The difference between the purchase price of the shares
and their par value will be charged against additional paid-
in capital and, if appropriate, against the legal reserve for
the portion of the difference representing 10% of the cap-
ital reduction.
This authorization is given for a period of 24 months from
the date of this Meeting. The Management Board shall
have full powers to carry out any and all actions, formalities
and filings required to cancel the shares, reduce the capi-
tal and amend the bylaws to reflect the new capital, either
directly or through a duly authorized representative.
Twentieth resolution
(Issuance of shares to employees who are members
of an Employee Stock Purchase Plan)
The General Meeting, acting with the quorum and major-
ity required for extraordinary General Meetings, having
considered the report of the Management Board 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 Commercial Code, and in
accordance with said Commercial Code:
1. To give the Management Board 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 an Em-
ployee 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.
2. 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.
3. That in the case of an issue of share equivalents, the
characteristics of these securities will be determined in ac-
cordance with the applicable regulations by the Manage-
ment Board.
4. That shareholders shall waive their pre-emptive right to
subscribe the shares and share equivalents to be issued
under this authorization.
5. That shareholders shall waive their pre-emptive right to
subscribe the shares issued on redemption, conversion,
exchange or exercise of share equivalents attributed in ap-
plication of this resolution.
6. That, effective June 30, 2008, this authorization shall
cancel and replace the unused portion of the authorization
given in the fourteenth resolution at the General Meeting of
April 26, 2007.
7. That the Management Board shall have full powers to
use this authorization, including the powers of delegation
provided for by law, subject to the limits and conditions de-
scribed above. In particular, the Board shall have full pow-
ers to:
- decide the characteristics of the securities to be issued,
the amounts of the issues, the issue price, the subscrip-
tion date or period, the terms and conditions of subscrip-
tion, 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 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 re-
lated premiums and credit all or part of the remaining pre-
miums to the legal reserve as needed in order to raise this
reserve to one-tenth of the new capital after each increase;
- enter into any and all agreements, carry out any and all
operations and formalities, directly or through a represen-
tative, including the formalities related to the capital in-
crease 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 serv-
icing of the securities issued under this authorization and
the exercise of the related rights.
Twenty-first resolution
(Issuance of shares to entities set up to hold shares
on behalf of employees)
The General Meeting, acting with the quorum and major-
ity required for extraordinary General Meetings and hav-
ing heard the report of the Management Board and the
Auditors' special report, resolves, in accordance with arti-
cles L.225-129 to L. 225-129-2 and L. 225-138-1 of the
French Commercial Code:
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