APC 2009 Annual Report Download - page 228

2009 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC226
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
8MANAGEMENT BOARD’S REPORT TOTHE ANNUAL ANDEXTRAORDINARY SHAREHOLDERS’MEETING
Resolutions to be voted on inExtraordinary Meeting
Authorisation to increase the share capital
by up to 5percent by issuing shares or share
equivalents without pre-emptive subscription
rights as part of a private placement governed
by articleL. 411-2 of the French Monetary and
Financial Code
- seventeenth resolution -
The eleventh resolution of the Annual and Extraordinary Meeting
of 2009 authorised the Management Board to increase the capital
by issuing shares and share equivalents representing up to 18% of
the capital, without pre-emptive subscription rights, in the event of
a public tender offer.
Since April 2009, the French Monetary and Financial Code has
made it possible for companies to carry out capital increases
through private placements with the goal of optimising access
to capital markets. The private placements are issues without
pre-emptive subscription rights that would exclusively concern (i)
individuals or entities providing portfolio management services and
(ii) qualifi ed investors or a restricted group of investors, provided that
these investors are acting on their own behalf.
We are asking you to authorise the Management Board to increase
the capital by a maximum of EUR 100million (or 5percent) through
private placements by issuing common shares or share equivalents
in France or abroad, in all cases without pre-emptive subscription
rights. The issue price will be at least equal to:
(i) the weighted average price quoted for the shares on the NYSE
Euronext Paris stock exchange over a maximum period of six
months preceding the issue pricing date; or
(ii) the average price weighted by trading volume on the NYSE
Euronext Paris stock exchange on the trading day preceding the
issue pricing date.
L ess in both cases and if appropriate, a discount of up to 5 %. The
Management Board will be authorised to select either (i) or (ii) at its
discretion.
Any issues carried out pursuant to this authorisation will be included
in the 18% ceiling set in the eleventh resolution of the General
Meeting of April23, 2009.
Issuance of shares to employees
- eighteenth and nineteenth resolutions -
The Annual and Extraordinary Meetings of April 21, 2008 and
April23, 2009 authorised the Management Board to issue shares
to employees who are members of an Employee Stock Purchase
Plan. In addition, the Meetings authorised the Management Board
to issue shares to employees of non-French companies or to entities
set up to purchase shares of the Company under programmes to
promote employee stock ownership in certain foreign countries
whose local legislation is not wholly compatible with the rules
governing the Company’s existing plans.
In accordance with these authorizations:
•the Management Board decided on May 28, 2009 to issue
shares to employees who are members of the Employee
Stock Purchase Plan or to entities set up to purchase shares
on employees’ behalf. The 2009 worldwide employee stock
purchase programme offered a choice between a nonleveraged
plan and a leveraged plan (x 10), both of which offered shares
at a discount of 15% or 17% depending on the country, with
an investment ceiling of EUR 3,000 per employee. The plan was
a resounding success. More than 16,000 employees in the
seventeen countries involved subscribed 0.9% of the capital at a
price of EUR 45.55 or EUR 44.48 per share;
•at its meeting on December 17, 2009, the Supervisory Board
authorised the Management Board to issue shares to members
of the Employee Stock Purchase Plan or to entities set up to
purchase shares on employees’ behalf during 2010, within a limit
of 2.6million shares (1% of the Company’s issued capital). This
programme , which will include a nonleveraged and a leveraged
plan (X10) with a discount of 15% or 17%, depending on the
country, will be offered in 15 countries.
Under the “NRE” Act, if a company asks shareholders for an
authorisation to issue shares, a separate resolution must be tabled
at the meeting covering the issuance of shares to employees
who are members of an employee stock purchase plan. Since
the seventeenth resolution concerns an authorisation to increase
the capital through private placements by issuing shares or share
equivalents without pre-emptive subscription rights, a resolution
must be tabled seeking an authorisation to issue shares to
employees. We are therefore asking for the early renewal of the
authorisation give in 2009.
The Management Board would have full powers to carry out
employee share issues up to the equivalent of 2% of the Company’s
capital. Under the new authorisation , the maximum discount at
which the shares could be offered is set at 20%.
This authorisation , which will cancel and replace the unused portion
of the existing authorisation effective June30, 2010, is being sought
for a period of 26months.
In addition, as the authorisation to issue shares to entities set up
to purchase shares of the Company on behalf of employees of
non-French Group companies will expire in 2009, we ask you to
renew it under the following conditions. The shares issued under
the authorisation will not exceed 1% of the capital. They will be
deducted from the ceiling of 2% of the capital set for the issuance
of shares to employees who are members of the Employee Stock
Purchase Plan. At the discretion of the Management Board, the
issue price will be equal to either (i) the opening or closing price of
the Company’s shares quoted on the trading day the decision of
the Management Board setting the issue price is made, or (ii) the
average of the opening or closing prices quoted for the Company’s
shares over the twenty trading days preceding the decision of the
Management Board setting the issue price under this resolution
or under the eighteenth resolution. The Management Board may
apply a maximum discount of 20% to the reference price. The
discount will be determined by the Management Board taking into
consideration any specifi c foreign legal, regulatory or tax provisions
that may apply to any benefi ciary governed by foreign law.
This authorisation , which will cancel and replace the unused portion
of the existing authorisation effective June30, 2010, is being sought
for a period of 18months.
Lastly, the twentieth resolution concerns powers to carry out
formalities.