APC 2007 Annual Report Download - page 186

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 issuing 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 ex-
ceed 0.5% of the issued capital as of the date of this Meet-
ing. 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
tenth resolution approved by shareholders at the General
Meeting of April 26, 2007 and the twentieth resolution
tabled at this Meeting.
2. That shareholders shall waive their pre-emptive right to
subscribe the shares and/or share equivalents issued
under this authorization and that the said shares and/or
share equivalents shall be subscribed by the following cat-
egories of beneficiaries: (i) employees and officers of com-
panies belonging to the Schneider Electric Group, as
defined in article L.225-180 of the French Commercial
Code and article L.444-3 of the French Labor Code, whose
headquarters are located outside France; and/or (ii) mu-
tual funds or other incorporated and unincorporated enti-
ties created to subscribe Schneider Electric shares or
share equivalents for the purpose of a stock purchase plan
set up for employees and officers of companies belonging
to the Schneider Electric Group; and/or (iii) banks or bank
subsidiaries mandated by the Company to set up a stock
purchase plan or savings plan for employees and officers
of companies belonging to the Schneider Electric Group
where such a system would allow employees of sub-
sidiaries outside France to benefit from stock purchase
plans and savings plans with equivalent economic benefits
as those applicable to other Group employees.
3. That the issue price of shares issued under this resolu-
tion will be set by the Management Board based on the
price quoted for the Company’s shares on the Eurolist mar-
ket 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 pre-
ceding 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 pre-
ceding 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 tak-
ing into consideration any specific foreign legal, regulatory
or tax provisions that may apply to any beneficiary gov-
erned by foreign law.
4. That the Management Board shall have full powers to
use this authorization as provided for by law, including 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 beneficiaries within the cate-
gories defined in this resolution and set the number of
shares to be offered to each beneficiary. It may decide to
limit the issue to the number of shares subscribed, provid-
ing that no less than 75% of the shares or share equiva-
lents 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 cap-
ital.
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.
5. That, effective June 30, 2008, this authorization shall
cancel and replace the unused portion of the authorization
given in the fifteenth resolution at the General Meeting of
April 26, 2007.
This authorization is given for a period of eighteen months
from the date of this Meeting.
The Management Board shall report to the General Meet-
ing called to approve the financial statements for the year
ended December 31, 2008 on its use of this authorization,
as provided for by law.
Twenty-second 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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