APC 2009 Annual Report Download - page 236

2009 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC234
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
8RESOLUTIONS
Seventeenth resolution
(Authorisation to increase the capital by a maximum of
EUR 100million (or 5percent), by issuing common shares
or securities convertible, redeemable, exchangeable
or otherwise exercisable for common shares of the
Company or one of its subsidiaries, through an offering
governed by articleL. 411-2 II oftheFrench Monetary
and Financial Code, in all cases without pre-emptive
subscription rights. The price will be set by the
Management Board in accordance withprocedures
approved by shareholders at this Meeting)
The General Meeting, acting with the quorum and majority required
for extraordinary General Meetings and having heard the report of
the Management Board and the Auditors’ special report, resolves,
in accordance with articles L. 225-127, L. 225-128, L. 225-129,
L. 225-129-2, L. 225-135, L. 225-136, L. 228-92 and L. 228-93 of
the French Commercial Code and articleL. 411-2 II of the French
Monetary and Financial Code:
1) to authorise the Management Board, directly or through
a representative, to increase the Company’s issued share
capital on one or several occasions by issuing, with or without
consideration, in France or abroad, common shares or securities
convertible, redeemable, exchangeable or otherwise exercisable
for new or existing common shares in the Company or in any
other company in which it holds more than half of the issued
capital either directly or indirectly, at any time or on fi xed dates,
in all cases without pre-emptive subscription rights, through an
offering governed by articleL. 411-2 II of the French Monetary
and Financial Code. The securities, governed by articlesL. 228-
91 et seq. of the French Commercial Code, may be denominated
in euros or in any other currency or any monetary unit determined
by reference to a basket of currencies, and may be paid up in
cash or by capitalising debt;
2) that the aggregate par value of shares issued under this
authorisation , directly or on conversion, redemption, exchange
or exercise of other securities or rights, shall not exceed
EUR 100 million. This ceiling is not cumulative with the ceiling
specifi ed in the eleventh resolution and is included in the blanket
ceiling set out in paragraph2, point (ii), of the tenth resolution of the
General Meeting of April23, 2009. However, it does not include
the par value of any shares to be issued to prevent dilution of the
rights of holders of share equivalents in accordance with the law;
3) that this authorisation is given for a period of fourteen months
from the date of this Meeting;
4) that holders of existing shares shall not have a pre-emptive right
to subscribe any securities issued pursuant to this resolution;
5) that this authorisation entails the waiver by shareholders of
their pre-emptive right to subscribe any common shares issued
on redemption, conversion, exchange or exercise of share
equivalents issued in application of this resolution;
6) that, in accordance with article L. 225-136 of the French
Commercial Code, the Management Board may override the
price-setting mechanisms provided for by law at the time the
authorisation is used and freely set the issue price for all common
shares or securities issued pursuant to this resolution, providing
that the issue price is 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,
less, if appropriate, a discount of up to 5 percent. The
Management Board is authorised to select either (i) or (ii) at its
discretion;
7) that the Management Board may reduce the issue to the amount
of shares or securities subscribed if the original issue is not fully
taken up, in accordance with current legal provisions as of the
date the authorisation is used;
8) that the Management Board shall have full powers to implement
this authorisation .
Eighteenth resolution
(Authorisation to issue shares to employees who are
members of the Employee Stock Purchase Plan)
The General Meeting, acting with the quorum and majority required
for extraordinary General Meetings, having considered the report of
the Management Board and the Auditors’ special report, resolves,
pursuant to articlesL. 3332-1 et seq. of the French labour Code
and L.225-129-2, 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 26-month authorisation from
the date of this Meeting to decide on the share capital increase,
directly or through a representative, on one or several occasions
at its discretion, by issuing shares and share equivalents to the
members of an Employee Stock Purchase Plan set up by the
Company and by French or foreign subsidiaries or affi liates in
accordance with article L. 225-180 of the French Commercial
Code and article L. 3344-1 of the French labour Code. The
maximum nominal amount by which the capital may be increased
shall not exceed 2% of the issued capital as of the date on which
this authorisation is used. The amount of any capital increase
carried out under this authorisation shall be deducted from the
aggregate amount by which the capital may be increased under
the tenth and eleventh resolutions of the General Meeting of
April23, 2009;
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 the
NYSE Euronext Paris stock exchange over the twenty trading
sessions preceding the date on which the decision is made to
launch the employee share issue. However, the General Meeting
specifi cally authorises the Management Board to reduce the
above discount, within legal and regulatory limits, or not to grant
any discount, in particular to comply with local legislation in the
countries where the shares will be offered;
3) that in the case of an issue of share equivalents, the characteristics
of these securities will be determined in accordance with the
applicable regulations by the Management Board;
4) that shareholders shall waive their pre-emptive right to subscribe
the shares and share equivalents to be issued under this
authorisation ;
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 application of this
resolution;
Resolutions to be voted on inExtraordinary Meeting