APC 2010 Annual Report Download - page 279

ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
RESOLUTIONS
Sixth resolution
(Appointment of Ms Betsy Atkins as a member
of the Supervisory Board)
The Shareholders’ Meeting, acting with the quorum and majority
required for Ordinary Shareholders’ Meetings, appoints Ms Betsy
Atkins as a member of the Supervisory Board for a period of four
years expiring at the close of the Shareholders’ Meeting to be called
in 2015 to approve the 2014 fi nancial statements.
Seventh resolution
(Appointment of MrJeong H. Kim as a member
of the Supervisory Board)
The Shareholders’ Meeting, acting with the quorum and majority
required for Ordinary Shareholders’ Meetings, appoints MrJeong
H. Kim as a member of the Supervisory Board for a period of four
years expiring at the close of the Shareholders’ Meeting to be called
in 2015 to approve the 2014 fi nancial statements.
Eighth resolution
(Appointment of Ms Dominique Sénéquier as a
member of the Supervisory Board)
The Shareholders’ Meeting, acting with the quorum and majority
required for Ordinary Shareholders’ Meetings, appoints Ms
Dominique Sénéquier as a member of the Supervisory Board for a
period of four years expiring at the close of the Shareholders’ Meeting
to be called in 2015 to approve the 2014 fi nancial statements.
Ninth resolution
(Determination of the amount of attendance
fees awarded to the members of the
Supervisory Board)
The Shareholders’ Meeting, acting with the quorum and majority
required for Ordinary Shareholders’ Meetings and having heard the
report of the Supervisory Board, decides to award, with effect from
the current fi nancial year, a total of EUR1,000,000 of attendance fees
to the Supervisory Board.
Tenth resolution
(Authorisation to trade in the Company’s
shares: maximum purchase price EUR150)
The Shareholders’ Meeting, acting with the quorum and majority
required for Ordinary Shareholders’ 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 27,195,909shares on
the basis of the number of shares outstanding at the last offi cial
count on December31, 2010).
•The maximum purchase price is set at EUR150. 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 EUR4,079,386,350.
•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 canceled, 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 twenty-fi fth
resolution of the present Shareholders’ Meeting.
•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.
2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 277
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