APC 2009 Annual Report Download - page 237

2009 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 235
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
8
RESOLUTIONS
6) that, effective June 30, 2010, this authorisation shall cancel
and replace the unused portion of the authorisation given in the
sixteenth resolution of the General Meeting of April23, 2009;
7) that the Management Board shall have full powers, directly or
through a representative, to carry out the transactions described
in this resolution, to increase the capital and place the increase on
record.
Nineteenth resolution
(Authorisation to carry out a share issue restricted
toemployees of the foreign companies in the Group)
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. 225-129-2 and L. 225-138 of the
French Commercial Code:
1) to authorise 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 defi ned below. Said
shares or share equivalents will rank pari passu with existing
shares. The maximum nominal amount by which the capital
may be increased shall not exceed 1% of the issued capital as
of the date of this Meeting. 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 eleventh resolution of the General Meeting of April23, 2009
and the eighteenth resolution tabled at this Meeting;
2) that shareholders shall waive their pre-emptive right to subscribe
the shares and share equivalents issued under this resolution and
that said shares and share equivalents shall be offered exclusively
to persons in one or the other of the following categories: (i)
employees and offi cers of Schneider Electric Group companies
that qualify as related companies under articleL. 225-180 of the
French Commercial Code and article L. 3344-1 of the French
labour Code that have their headquarters outside France; and/
or (ii) corporate mutual funds or other employee stock ownership
vehicles, which may or may not be legal entities, whose assets
are invested in Schneider Electric SA shares and whose units
or shares are held by the persons defi ned in (i) above; and/or
(iii) any bank or bank subsidiary retained by the Company to set
up an employee stock ownership or stock purchase plan for the
persons defi ned in (i) above where this enables employees of
foreign subsidiaries to benefi t from employee stock ownership
or stock purchase formulas that are equivalent, in terms of
economic benefi ts, to those available to other Group employees;
3) that the issue price of shares issued under this resolution will
be set by the Management Board based on the price quoted
for the Company’s shares on the NYSE-Euronext Paris stock
exchange. At the discretion of the Management Board, said
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 sessions preceding
the decision of the Management Board setting the issue price
under this resolution or under the eighteenth resolution. 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 taking into consideration any specifi c
foreign legal, regulatory or tax provisions that may apply to any
benefi ciaries governed by foreign law;
4) that the Management Board shall have full powers to use this
authorisation as provided for by law, including the powers of
delegation, subject to the limits and conditions described above.
The Management Board shall draw up the list of benefi ciaries
within the categories defi ned in this resolution and set the
number of shares or share equivalents to be offered to each
benefi ciary. It may decide to limit the issue to the number of
shares subscribed, providing that no less than 75% of the shares
or share equivalents 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 refl ect the new capital,
–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 servicing of
the securities issued under this authorisation and the exercise
of the related rights;
5) that, effective June 30, 2010, this authorisation shall cancel
and replace the unused portion of the authorisation given in the
seventeenth resolution of the General Meeting of April23, 2009.
This authorisation is given for a period of eighteen months from the
date of this Meeting.
Twentieth 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 fi ling and
other formalities.