APC 2009 Annual Report Download - page 235

2009 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 233
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
8
RESOLUTIONS
Twelfth resolution
(Reappointment of a Statutory Auditor)
The General Meeting, acting with the quorum and majority required
for ordinary General Meetings, reappoints Ernst & Young et Autres
as Statutory Auditor for a period of six years, expiring at the close of
the Annual Shareholders’ Meeting to be called in 2016 to approve
the 2015 fi nancial statements.
Thirteenth resolution
(Appointment of a Substitute Auditor)
The General Meeting, acting with the quorum and majority required
for ordinary General Meetings, appoints Auditex as Substitute
Auditor of Ernst & Young et Autres for a period of six years, expiring
at the close of the Annual Shareholders’ Meeting to be called in
2016 to approve the 2015 fi nancial statements.
Fourteenth resolution
(Reappointment of a Statutory Auditor)
The General Meeting, acting with the quorum and majority required
for ordinary General Meetings, reappoints Mazars as Statutory
Auditor for a period of six years, expiring at the close of the Annual
Shareholders’ Meeting to be called in 2016 to approve the 2015
fi nancial statements.
Fifteenth resolution
(Appointment of a Substitute Auditor)
The General Meeting, acting with the quorum and majority required
for ordinary General Meetings, appoints Thierry Blanchetier as
Substitute Auditor of Mazars for a period of six years, expiring at the
close of the Annual Shareholders’ Meeting to be called in 2016 to
approve the 2015 fi nancial statements.
Sixteenth resolution
(Authorisation to trade in the Company’s shares -
maximum purchase price: EUR 100)
The General Meeting, acting with the quorum and majority
required for ordinary General Meetings, having heard the report
of the Management Board, authorises the Management Board, in
accordance with articleL. 225-209 of the French Commercial Code,
to buy back Company shares for cancellation, or for allotment upon
exercise of stock options or share grants or upon conversion of
convertible debt securities, or for delivery in exchange for shares in
another company as part of an external growth transaction, or for
the purpose of market making under a liquidity agreement.
•The maximum number of shares that may be acquired pursuant
to this authorisation shall not exceed 10 % of the issued share
capital as of the date of this Meeting (representing 26,275,202
shares on the basis of the number of shares outstanding at the
last offi cial count on December31, 2009).
•The maximum purchase price is set at EUR 100. However, if all
or some of the shares acquired pursuant to this authorisation
are intended to be allotted upon exercise of stock options,
in application of articles L. 225-177 et seq. of the French
Commercial Code, the selling price of the shares in question
will be determined in accordance with the provisions of the law
governing stock options.
•Share purchases may not exceed an aggregate maximum
amount of EUR 2,627,520,200.
•The shares may be acquired, sold or otherwise transferred by
any appropriate method on the market or over the counter, in
compliance with current legislation, including through block
purchases or sales, the use of all forms of derivatives traded on
a regulated market or over the counter, or the use of put or call
options including combined puts and calls.
•Shares acquired may also be cancelled, subject to compliance
with the provisions of articlesL. 225-204 and L.225-205 of the
French Commercial Code and in accordance with the eighteenth
resolution of the General Meeting of April23, 2009.
•The Management Board may adjust the price(s) set above to take
into account the effect of any of the following: (i) an issue of bonus
shares or increase in the par value of existing shares paid up
by capitalising reserves or earnings, (ii) a stock-split or reverse
stock-split, or (iii) more generally, any transaction affecting equity,
to account for the impact of such transactions on the share price.
Said adjustment will be determined by multiplying the price by the
ratio between the number of shares outstanding before and after
the transaction.
•The Management Board shall have full powers to implement this
resolution, directly or through a representative.
•This authorisation will expire at the end of a period of eighteen
months from the date of this Meeting.