APC 2010 Annual Report Download - page 248

GENERAL PRESENTATION OF SCHNEIDERELECTRICSA
7SHAREHOLDERS’ RIGHTS ANDOBLIGATIONS
2 – Ceiling on voting rights (Article24 of the
articles of association)
At the Annual Meeting, no shareholder may exercise more than 10%
of the total voting rights attached to the Company’s shares. The
10% ceiling is calculated on the basis of the single voting rights
held directly and proxies held by the shareholder concerned. If the
shareholder holds or represents shares carrying double voting rights,
the limit may be raised to 15%, provided that the 10% ceiling is
exceeded solely by virtue of the double voting rights.
To apply these provisions:
•the total number of voting rights is calculated on the date of the
Meeting and announced to shareholders when the Meeting is
called to order;
•the number of voting rights held directly and indirectly include
those attached to shares owned by a shareholder personally,
those attached to shares held by a legal entity over which the
shareholder exercises control, as defi ned in article L.233-3 of
the French Commercial Code, and those attached to shares
assimilated to shares owned, as defi ned by articleL.233-7 et
seq. of the French Commercial Code;
•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 articles of association 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 articles of association
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 articles of association)
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 articles of association)
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 articles of association)
The articles of association stipulate that any individual or legal entity
that owns or controls (as these terms are defi ned in article L.233-
9 of the French 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.
2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC246