APC 2009 Annual Report Download - page 208

2009 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC206
GENERAL PRESENTATION OF SCHNEIDER ELECTRIC SA
7SHAREHOLDERS’ RIGHTS ANDOBLIGATIONS
•proxies returned to the Company that do not appoint a
representative are subject to the above ceilings. However, these
ceilings do not apply to the Meeting Chairman voting on behalf
of such proxies.
The above ceilings will no longer apply, without it being necessary
to put the matter to the vote at a further Annual and Extraordinary
Meeting, if any individual or legal entity, acting alone or jointly with one
or other individuals or legal entities, acquires or increases its stake to
at least two-thirds of the Company’s capital through a public tender
offer for all the Company’s shares. In this case, the Management
Board will place on record the lifting of the above ceilings and will
amend the bylaws accordingly. The ceiling on voting rights was
approved by the combined Annual and Extraordinary Shareholders’
Meeting of June27, 1995.
In accordance with articleL.225 -96, paragraph1 of the French
Commercial Code, any amendment to the bylaws must be approved
by shareholders in Extraordinary Meeting, by a majority of at least
two-thirds of the voting rights represented by shareholders in
attendance or participating by proxy.
Income appropriation
(article26 of the bylaws)
Net income for the year less any losses brought forward from prior
years is appropriated in the following order:
•5% to the legal reserve (this appropriation is no longer required
once the legal reserve represents one tenth of the capital, provided
that further appropriations are made in the case of a capital
increase);
•to discretionary reserves, if appropriate, and to retained earnings;
•to the payment of a dividend.
The Annual Meeting may decide to offer shareholders the opportunity
to receive the dividend in cash or in the form of new shares of
common stock.
Dividends not claimed within fi ve years from the date of payment
become time-barred and are paid over to the State in accordance
with the law.
Types of shares
(article7 paragraph1 of the bylaws)
Shareholders may elect to hold their shares in registered or bearer
form. To establish proof of ownership, the shares must be recorded
in the shareholder’s account in accordance with the procedures and
conditions defi ned by current legislation and regulations.
Disclosure thresholds
(article7 paragraph2 of the bylaws)
The bylaws stipulate that any individual or legal entity that owns
or controls (as these terms are defi ned in articleL.233 -9 of the
Commercial Code) directly or indirectly, shares or voting rights
representing at least 1% of the total number of shares or voting rights
outstanding, or a multiple thereof, is required to disclose the total
number of shares, voting rights and share equivalents held directly,
indirectly or in concert to the Company by registered letter with
return receipt requested, within fi ve trading days of the disclosure
threshold being crossed. In addition, effective November1, 2009,
the shareholder must notify the Company, in the disclosure letter,
of the number of existing shares it is entitled to acquire by virtue of
agreements or fi nancial instruments referred to in point b) of the third
paragraph of articleL.233 -7 of the French Commercial Code and of
the number of existing shares covered by any agreement or fi nancial
instrument referred to in point c) of said paragraph. Shareholders are
also required to notify the Company if the number of shares or voting
rights held falls below one of the thresholds defi ned above. In the
case of failure to comply with these disclosure obligations, the shares
in excess of the disclosure threshold will be stripped of voting rights
at the request of one or several shareholders owning at least 2.5%
of the Company’s capital, subject to compliance with the relevant
provisions of the law. These disclosure thresholds were approved
by the combined Annual and Extraordinary Shareholders’ Meetings
of June27, 1995, May5, 2000 and April23, 2009.
Identifiable holders of bearer shares
(article7 paragraph3 of the bylaws)
As approved by the combined Annual and Extraordinary
Shareholders’ Meetings of June30, 1988 and May5, 2000, the
Company may at any time request that Euroclear identify holders
of bearer shares carrying voting rights either immediately or in the
future.
Sale of shares (article8 of the bylaws)
The shares are transferable and negotiable.