APC 2010 Annual Report Download - page 266

ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
8MANAGEMENT BOARD’S REPORT TOTHE ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
Resolutions to be voted on in Extraordinary Meeting
Statutory changes (suppression of the
statutory age limit for members of the
Supervisory Board, provision for appointing a
third non-voting member and division by two
of the par value of the Company’s shares)
- eleventh tothirteenthresolutions-
The following two statutory changes are presented for your approval
at the request of the Supervisory Board:
Suppression of the statutory age limit for members
of the Supervisory Board
The Company’s articles of association currently provide for an age
limit of 74years for members of the Supervisory Board, as a result of
which Henri Lachmann’s appointment is due to expire at the end of
the Annual General Meeting to be held in 2012 and Léo Apotheker,
who was appointed as Vice-Chairman of the Supervisory Board on
April22, 2010, had been identifi ed as his potential successor. Léo
Apotheker’s appointment as CEO and President of Hewlett-Packard
in November2010 has compromised this intention. Following the
report prepared by the Remunerations, Appointments and Human
Resources Committee, the Supervisory Board has decided to
propose a statutory change that the Executive Board asks you to
approve because it will make it possible to extend Henri Lachmann’s
appointment by two years.
The proposal is to remove the existing age limit of 74years and limit
the period of appointment of members aged over70 to two years
(renewable).
Possibility of appointing a third non-voting member
The Company’s articles of association currently provide for the
possibility of appointing two non-voting members, as a means of
obtaining expert advice or input from persons that the Board wishes
to have appointed as members of the Board at the following General
Meeting. The latter option may be important as a means of securing
personalities who might otherwise decide to take up engagements
within other boards.
We therefore propose that you modify the Company’s articles
of association to allow for the appointment of a third non-voting
member, whilst at the same time specifying that when there are
three non-voting members, one such member at least may not be
appointed for a period in excess of one year. It will also be specifi ed,
in accordance with the French Commercial Code, that non-voting
members may not be members of the Audit Committee.
The Management Board asks you to approve this second statutory
change.
The Management Board, with the agreement of the Supervisory
Board, also proposes the following statutory change.
Division by two of the par value of the Company’s
shares
The Schneider Electric SA share price is currently one of the highest
of the CAC40 index, thereby potentially dissuading individual or
employee shareholders from investing in the Company’s share.
We therefore propose that you divide the share’s par value by two
as a means of increasing the share’s accessibility and liquidity and
as a corollary, double the total number of the Company’s shares by
creating shares with a par value of four (4) euros each. The holders
of existing eight (8) euro par value shares would receive two new four
(4) euro par value shares for each existing share held on the date of
exchange. The date of exchange would be fi xed by the Management
Board but would not be before July1, 2011.
The division of shares’ nominal value, and the correlative attribution
of new shares to the Company’s shareholders, shall be without effect
on the rights attached to the Company’s shares s as provided for by
its articles of association.
Authorisations to increase the Company’s
capital with or without pre-emptive
subscription rights
- fourteenth toninteenthresolutions-
We are tabling resolutions to renew authorisations granted to the
Management Board to increase the Company’s capital.
You have authorised the Management Board to issue shares, shares
with equity warrants, convertible bonds, stand-alone equity warrants
and other share equivalents, with or without pre-emptive subscription
rights.
The Management Board did not use these delegations, which will
expire this year.
Because the authorisations, which have not been used, will expire
during the year, we ask you to renew authorisations to increase the
capital with or without pre-emptive subscription rights for a period
of 26months, as provided for in article L.225-129-2 of the French
Commercial Code, but for lower amounts than before. The total
amount of the issues authorised thus falls from 56% to 36.8% of
the existing share capital.
In the fourteenth resolution, you are asked to authorise the
Management Board to issue, in France or abroad, common shares
or legally recognised securities that are convertible, redeemable,
exchangeable or otherwise exercisable for shares, in all cases with
pre-emptive subscription rights. In the fi fteenth resolution, you are
also asked to authorise the Management Board to increase the
capital by capitalising reserves, earnings or additional paid-in capital.
The issued share capital may be increased during the period by
a maximum aggregate amount of EUR800million or 100million
shares (36.8% of the capital). This ceiling does not include an
increase in the par value of existing shares paid up by capitalising
reserves, earnings or additional paid-in capital, nor does it include
the par value of any shares to be issued to prevent dilution of the
rights of holders of share equivalents.
2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC264